The Demon in the Gears
by Sparrow Nightrunner
Summary: Three years after the Apocalypse Incident, Kurt Wagner is forced out of hiding by a fortunately timed capture, and returns to America to find that everything has changed. Can Kurt free mutantkind, or is he really the last of the X-men?
1. Deus ex Machina

**The Demon in the Gears**

(Author's Notes: contains some background info, but feel free to skip if you want to just dive in!

Three years after the Apocalypse Incident, Kurt Wagner is forced out of hiding by a fortunately timed capture, and returns to America to find that everything has changed. A new government group called the Genetic Control Division now forces registration and regulation on mutantkind, hunting them down with an army of Sentinels. To make matters worse, the X-men have scattered and disappeared. Can Kurt get out from under the thumb of SHIELD, find his old friends, and free mutantkind, or is he really the last of the X-men?

This is basically one long fangirl wank. It develops Kurt as a character, changing him from the light-hearted, occasionally-annoying goofball into… well, you'll see. There is some romantic stuff, but it is minor, and not really integral to the story. There are also some OCs, but those are also minor, and not really integral to the story. Fortunately, those two elements never overlap. If they did, that would be Mary-Sueing and I would have to cut off my fingers and give up fanfiction forever.

I'm an all-around X-men freak, so you will see lots of allusions to the comic canon, a couple from Wolverine and the X-men (GCD=MRD, anyone?), and even a smattering from Ultimate X-men. Also, there will be several familiar faces from comic canon… but they will be slightly altered in XMEvolution style.

Note that there is a minor issue of continuity between the final sequence of the series (you know, Xavier's visions) and this story. Basically, you should ignore the "grown-up" versions of the X-Men and the Brotherhood, because I split up the teams before they have a chance to get there. If it helps, consider this an alternate universe. The rest of the sequence fits perfectly, though.

Oh, and I do not really believe in censorship, so certain characters will use profanity, but only excessively profane characters will use it excessively. Also, there are religious themes throughout. I'm not religious, but Kurt _is_, whether the TV show is willing to admit it or not.

Don't kill me for bad language translations. This is for fun, so I'm not going to take two dozen separate language courses for it. I'm living with web translations; native speakers can feel free to review correcting my other languages. Don't worry, I'll translate anything important anyway.)

"Normal speech."

["Language other than English, translated."]

-'_Psychic communication._'—

**Part I: ****Construction**

**Chapter 1: Deus ex machina**

It was that time of night just after sunset, when twilight silence descends over the world. In Norway, the low light seeped out of the sky more quickly than it did the ground snow, bathing the world in a frosty blue glow. In Italy, the quiet was broken by the chirps of frogs and cicadas. In Germany, the low light bounced off the thatched roofs and dirt roads of a remote village. There, the twilight magic was broken by shouts.

The echoes of those shouts landed upon an abandoned street near the edge of that village. Some distance away, around a corner and over a hill, the flickering orange light of dozens of torches bounced off the walls. Shouts of anger and fear punctuated the night over the soothing sounds of nocturnal wildlife, but this street had yet to discover what the fuss was about.

_Bamf._

With a puff of smoke, a figure appeared in the middle of the street. He fought to catch his breath, one tridactyl hand held to his side. His head swiveled towards the sounds of shouting, and he remained perfectly still except for the spaded tail that twitched in agitation behind him.

Then, in a burst of movement, he dropped onto all fours and sprinted for the nearest alley. The shadows rendered his blue-furred form invisible except for the tatters that had once been colorful clothing and the soft yellow glow of his eyes.

The flickering light was growing brighter, and the shouts were getting closer.

"Dämon!"

"Tier!"

His yellow eyes flickered away from the street as the sounds of footsteps drew closer. He tapped frantically at a device on his wrist. "Nun! NUN!" The device made a sick-sounding pop. "Verdammt!"

Someone shouted nearby, and his head snapped up. No one was visible at the end of his alley, but he leapt up and grabbed the wall behind him anyway. Clinging to it like a spider, he crawled up the stone and onto the thatched roof, pulling his tail out of sight just as a group of nine people ran by on the street. They were all dressed in the grubby clothes of a society stuck in the previous century, bearing torches and farming implements like weapons.

He clung low to the roof, peeking out as that group passed. Another group of similar size followed ten seconds behind, and he ducked back down, listening as the shouts filled the street below him.

["Why now?"] he whispered in German, glaring at the malfunctioning device on his wrist. Then, he sighed, and the anger fled into weary acceptance. He flopped onto his back, letting his five limbs spread out as he looked up at the twilight sky. He could just begin to see the stars twinkling through the darkening blue, and briefly mused about how those, at least, never changed.

With a wry smile, he turned his head to once again look at the device. ["Well, you've served well up until now. I guess it had to happen sometime."]

"Wo ist der dämon?" A voice shouted just under his hiding place, making him jump. He forced his tail to stop twitching and stayed perfectly still.

"Wir verloren ihn!"

"Los! Schauen sie mehr!"

Footsteps pounded away, and the voices faded.

He let out his breath, and raised himself up enough to look around the village rooftops. Then, _bamf_. He disappeared in a puff of smoke.

A moment later, he reappeared on a rooftop a quarter mile away, crouching low. This part of the village was quieter, with only a handful of hunters spread out on the nearby roads.

His side was really beginning to sting where that pitchfork had gotten him, and his leg twinged where it had been butted by the blunt end of a scythe. He briefly took stock of his other wounds, then discounted them all. He'd been through much worse in his nineteen years.

He smirked wryly as he considered that all this would have been much the same back in America. The only difference was that they would have been screaming "Mutie!" instead of "Dämon!"

That, and they would have had guns.

Thank God he wasn't in America.

Something bounced off his shoulder, and he turned in place to regard the threat. He had enough time to register the projectile as a shoe before a torch came spinning out of nowhere.

He instinctively jumped, leaping to the next roof over just as the thatching caught fire. ["Idiots! Are you trying to burn your village down?"]

The group throwing things at him didn't respond except to give chase.

He flitted along the rooftops like a leopard, weaving and leaping like the natural acrobat he was. Townsfolk ran along the streets below him, throwing insults and objects alike. He tried to lose them, but it was no good. Just when it seemed he had lost one or two, another group appeared from a side road and raised shouts.

He needed a way out of this once and for all. He'd been in a similar situation once before, a lifetime ago, but he knew there was no Charles Xavier to rescue him this time. He'd have to extricate himself.

Against the darkened sky, his sharp eyes picked up the silhouette of a church steeple, rising high above the rest of the roofs.

An instant later, he appeared on that steeple and climbed his way to the top. There, he perched and looked out over the landscape, his vision unhindered by the darkness. If he could teleport out of the village and make a couple jumps across the landscape, the mob would never be able to find him.

The only reason he hesitated was the sight of the circle of painted wagons near the edge of the village.

Never mind. He couldn't go back. His cover was blown, and after what he'd just done to one of their members, he doubted they'd take him back anyway.

Light flickered in his vision, and he glanced down to see that the mob had coalesced around the church he perched on. It was an old-fashioned gothic cathedral, and he a demonic gargoyle curled around the highest steeple, with the village bearing torches and shouting for vengeance below. Despite the tension of the situation, he had to stifle a little laugh, thinking about how like a movie it all was.

Then, the scene was broken by a displaced rhythmic whirring from above him, and his hair and fur was suddenly caught by a whirling wind.

It only took him a moment to place the sound. He looked up and caught a glimpse of a black helicopter against the sky above him just as it snapped on a high-beam spotlight. Blinded by the white light bathing him, he raised a hand over his eyes and squinted. The light destroyed his night vision, and he could barely make out anything more than a foot in front of him.

Then, the crackle of a loudspeaker echoed over the village and a voice boomed out, "This mutant is a fugitive of the United States government. Return to your homes and do not attempt to interfere. We'll take it from here."

"Scheisse," the mutant hissed. He wasn't usually so prone to swearing, but he figured this night was an understandable exception.

Outside the spotlight, he saw something move in front of him. Suddenly, someone was right next to him, hanging from the helicopter by a rope ladder. Someone familiar, with neatly-cut grey hair, a black uniform with badges on the shoulders, and an eyepatch over his left eye.

"Mr. Wagner, it's been a while," said Nick Fury. "Two years, by my count."

"Scheisse," he said again, just as he felt something prick the back of his neck.

"There's no need for that. It seems you could certainly use the lift."

The night began spinning around him, and he could feel his grip on the steeple loosening. He opened his mouth to say something—another curse or a warning, he wasn't sure—but the words disappeared in his throat as the world slipped away.

He felt strong arms grab him as he tumbled off the steeple, but the sensation of falling continued. The last thing he was aware of before the twilight swallowed him up was Nick Fury's voice whispering in his ear. "Hang on tight. This deus ex machina is getting out of here."

_Deus ex machina, _his mind echoed. _God machine. _

Knowing Nick Fury, God had very little to do with it.

x-x-x-x-x-x-x

_The last time Kurt had seen Nick Fury had been under no better circumstances._

_The War Room was unusually packed, but no one was willing to leave. It was partly comfort, partly commiseration. _

_Scott sat in the center of one couch, as still as a statue. It was as if by moving, he just might break apart. Kitty was on his right, glancing nervously at him every couple minutes. Each time, she started tearing up and turned away, sniffling quietly. Bobby was on his left, uncharacteristically detached. Danielle and Amara were on the floor in front of Bobby with their heads down, and Sam, Jubilee, Jamie, and Piotr leaned against the back of the couch. Sam's hair was partially singed off, and Jamie held a bandaged arm against his chest. Alex leaned against one armrest, casual posture belied by the worried looks he kept throwing at his brother._

_On the couch opposite that group sat Mystique and Magneto, both wearing tight expressions and respectfully not destroying anything. St. John stood behind them, eyeing the unlit fireplace with obvious obliviousness to the somber mood hanging over the room. Next to him was Tabitha, who elbowed him each time it seemed he was about to do something stupid._

_Other people lingered around the room, some X-men, others not. The Brotherhood clung together in a clump, the Maximoff twins showing rare affection as Wanda threw an arm tight around Pietro. Warren leaned against the wall, his singed wings twitching every now and then. Evan and Callisto were in one corner, turned defensively toward one another. Rahne sat on the floor, her head buried in her knees, while Ray and Roberto surrounded her protectively. Forge stood behind them, looking around uncomfortably at all the sad faces._

_Kurt was perched on a table along the wall, looking something like a kicked dog. Rogue leaned against the wall next to him. Remy lingered on her other side, shuffling a pack of cards between his hands. None of the three acknowledged the others, but they drew comfort from those next to them nonetheless._

_Ororo stood beside the fireplace, tears slowly falling in tracks down her cheeks. Hank was behind her, his hands tentatively on her shoulders, as if he wasn't sure how else to handle her grief. On the other side of the fireplace was the girl who still only responded to the name X-23, her claws out and her teeth clenched as if she wanted nothing more than to start shredding the very expensive upholstery._

_The only sounds in the room were Kitty sniffling quietly and Remy occasionally shuffling his cards. And the only movement was Logan, pacing restlessly in front of the fireplace. Everyone still wore their battle outfits, most showing signs of wear, and most splattered with blood._

"_They're calling it the 'Pheonix Incident'," said Nick Fury, standing in the center of the room. He was the only non-mutant present, but seemed not to notice or care._

_When no one reacted, Fury continued, his eyes following Logan's irritated trek. "My orders are to capture and detain anyone involved in the incident." _

"_You gonna try to hold us all here, bub?" Logan slanted a contemptuous eye at Fury as he paced._

"_When you're all together? No, I know the capabilities of my men well enough to know that we wouldn't stand a chance."_

_Logan stopped pacing and turned on the SHIELD director with a growl, "Then what __**are**__ you doing here, patch? I know better'n to think you broke in here so soon after the whole mess to give us an update on yer life." _

"_I'm giving you a warning… and a head start."_

"_So you __**are**__ gonna come after us."_

"_I think we can all agree that certain ones among you __**should**__ be arrested, despite recent actions." Fury looked meaningfully at one of the couches. Mystique rolled her eyes, and Magneto met his gaze with a level one of his own._

"_They saved your asses today, bub, and the collective ass of humanity. We all did."_

"_Which is why I'm here, giving you a fair warning."_

"_To do what? Run?" Logan's voice dripped with contempt. "The X-men don't run, bub."_

"_Nor does the Brotherhood," said Mystique. Lance automatically clamped a hand over Pietro's mouth, earning him a dirty look from his friend._

"_Nor do any of us," said Magneto._

"_Then you are throwing your lives away," said the one-eyed man. "The things I've seen in the works in the past couple weeks… If you think things were bad after the Apocalypse Incident, you've seen nothing. What happened today is going to tip anti-mutant sentiment over the edge."_

_Gazes roamed the room as the mutants remembered the past year since Apocalypse's fall. For them, there had been many small battles, alliances made and broken, and lessons learned by all. But through it all, there had been the underrunning theme of mutant hysteria in the world around them, including several anti-mutant politicians coming into office. There had even been talk of military action against known mutant bases, like Magneto's base, and the Xavier Institute._

"_We're looking at forced registration, conscription, maybe even targeted execution. I wouldn't be surprised if the public demands the Sentinel project be restarted. From this moment forward, anyone who is a mutant, is related to a mutant, or even knows a mutant, will be in danger. The only questions in my mind are when and how, and I don't think any of us will like the answers."_

_Covert glances were traded, alighting on parents, children, siblings, crushes, aunts, nephews, friends, rivals, and clones. Toad started making a panicked noise in the back of his throat, until Freddy laid a meaty hand on his thin shoulder. _

"_I've said my piece," said Fury after a long, heavy silence. "What you choose to do is up to you. I'll try to get you twenty-four hours, but I'm not making any promises."_

_With that, the director of SHIELD turned and swept out of the room, shutting the door quietly but firmly behind them._

_For a long, suspended moment, there was stillness. Then, the __**rrrrriiiiip**__ of Remy shuffling his cards filled the room, and the silence shattered._

_Bobby, Roberto, and Lance all started talking at once, demanding answers from Logan, as he seemed to have taken temporary leadership. Logan growled curt responses that were lost beneath the other voices. Rahne began whimpering quietly about whether they'd go after her mother, voicing the fears of the other students worrying about their families. Warren pushed off the wall and knelt down next to the distraught werewolf to comfort her, despite the fact that he wasn't officially a part of the team._

_Then, Mystique stood up, and silence descended once again. _

"_Well, it has been fun, but I think we are finished here." There was a pause while she glanced over at Kurt and Rogue, but it passed quickly. "Come on, boys. If the humans want a fight, that's what we'll give them."_

_She swept out of the room with all the dignity and poise of a queen. After a nod from Magneto, the Brotherhood trickled out behind her. _

"_We're out, too," Callisto said suddenly. As one, she and Evan pushed off from the wall and started for the door. _

"_Evan…" Ororo choked out, voice thick with grief._

_The Morlocks paused. Spyke stared harshly down at the floor, looking more grown-up than he ever had while attending the Institute. "It's been great fighting by your sides again. You especially, Aunt Ororo. But I got a different family to look after now, and I'm not letting anyone hurt them."_

_Evan looked up and met his aunt's eyes, and something passed between them. Evan nodded. "Good luck," he said as he left. _

_Callisto followed, swiping a hand through Warren's hair on her way out. "You fight good, for a pretty boy." A reluctant concession, after the incident down in the tunnels two months ago. Then, she was gone, too._

_An uncomfortable silence descended again, punctuated by Rahne's crying and Remy's shuffling. Everyone was acutely aware that the last and worst of their unlikely allies had yet to leave. The man sat forward on the couch, his hands clasped in front of him in a way that was a bit too painfully like Xavier._

_No one was quite sure how to deal with him anymore. After a nasty affair involving a reality-changing alien and a human woman, Magneto's idealistic side had broken through his anger and bitterness, and he'd spent a stint at the Institute. During that time, he'd played an active role in the X-men—in fact, the New Mutants were such a sharp team now in large part because of his training. During those few months, everyone had seen the softer, more charismatic side of Eric Lehnsherr that Professor Xavier had always known: an intelligent, engaging visionary with a notorious dry wit. _

_Then, another incident involving the same human woman and well-intentioned-activists had ruined it all. Angry and grief-stricken, the ex-villain had restarted his old plans, and, when Xavier protested, had left the Institute with a dramatic flare of his purple cape. After that, the X-men's battles against the Master of Magnetism had no longer been rooted in ideals alone. This was a matter of betrayal, and that made it personal._

"_Well?" Logan finally grunted at Magneto. "We ain't talkin' about this with you still here, pops."_

"_Likely a wise decision, Wolverine," their oldest enemy said calmly, staring with deep concentration at the air in front of him. This happened to point his gaze at Scott, who didn't seem to notice. "After all, tomorrow, all truces of necessity will have ended and we will be enemies once again. But not today, I think." He leaned his head forward and rubbed his temples with his hands. "I feel as though I should give some sort of eulogy."_

"_Like you have the right, asswipe!" Bobby cried. Sam put a hand on his shoulder._

"_I am a man, not a monster. Have I not the right to mourn an old friend? More than a friend… a rival. A worthy opponent. Yin to my yang. King Richard to my Prince John. Holmes to my Moriarty. How empty my life would have been without him."_

"_There's your eulogy, bub. Now get out."_

_A ghost of a smile crossed Erik Lehnsherr's aristocratic features. He closed his eyes. "Very well. But know that I do not expect the X-men to recover from this. If things do, in fact, take a turn for the worse here at the Institute, my own sheepfold is open to anyone who cares to enter. At least, for now." In a smooth, swift motion, he stood. "Come, Pyro." St. John, the last of the Acolytes, jerked as if woken from a daydream and followed his boss's sweeping cloak out the door. _

_When the door snapped shut, and only the X-men and their closest allies remained, everyone seemed to sag, as if their on-and-off foe had taken all their strength when he left. Hank guided Ororo onto the vacant couch and sat next to her. Eye contact was once again scarce._

_Into the quiet, Jamie's voice asked plaintively, "What are we gonna do?"_

"_I don't know, squirt," Logan said wearily, crossing his arms and leaning into the fireplace. It was obvious that he already hated the mantle of leader, even though he'd only had it for a couple hours. Scott's silence was like another nail in the collective coffin. "Keep going, I guess. It's what Chuck would've wanted."_

"_Run this place without the old man and his TP chops?" Tabby laughed. "Yeah right. I think ol' Maggie's right. You all are __**screwed**__."_

_Several people gave her dirty looks. _

"_Urrrrrghhh!" Kitty growled, jumping up from the couch and stalking toward the blonde. "I am, like, __**so**__ sick of your attitude! You're in, you're out, you're one of us, you're Brotherhood, you're independent, you're us again, you believe in the cause, you believe in yourself, you believe in destruction? Like, make up your mind or something! We don't need someone who doesn't know where she belongs, especially not now when we have to stick together! So, like, stop with the 'yous' and 'I's, or get out already!"_

_Kitty's blow-up ended with her right in Tabby's face, the blonde leaning back as if concerned the brunette might bite her. She blinked, and Kitty's glare intensified. Something like hurt passed through Tabby's eyes._

_Then, Tabby closed her eyes, turned away, and waved an uncaring hand. "Whatever. Screw you losers. I'm outta here. __**Again**__."_

"_Good riddance!" Kitty yelled as the door snapped shut behind the blond._

_Most of the people in the room stared at Kitty. She didn't notice, stomping back to her seat, wiping at her eyes._

"_I hate to say it," Hank said carefully, "but Tabitha had a point. Even discounting the day-to-day management of the Institute, we have no means of accessing Cerebro. Our recruiting and tracking capabilities will be severely limited." _

"_We'll find a way," said Logan._

"_What about…" whispered Rahne. After a hesitation and an encouraging look from Hank, she started over. "What about me mother? She works wi' mutants. Could they nee target her?"_

"_Your mother lives in Scotland, Rahne," Hank assured her. "The United States government shouldn't have any power over there."_

"_Emphasis on __**shouldn't**__, doc," Logan growled. _

_Hank sent the other man a chastising look. "Even so, anyone living outside North America should be safe, unless the other governments turn on mutants as well."_

"_My father would never turn on mutants," Amara suddenly said. "Anyone… anyone who needs a safe place will be able to come to Nova Roma. I'm sure of it!"_

"_Thanks, 'Mara," Jubilee said while Danielle pulled Amara into a one-armed hug._

"_Somethin' tells me we might need it," Sam agreed._

"_No one's running," Bobby snapped, glaring at the New Mutants, his second team. "We're all staying here and fighting. Right guys?" Several people looked away. "Come on! We can beat this!"_

"_I don't t'ink dey agree wit' you," Remy said lightly._

_Sam gave Bobby an apologetic look. "Sorry, Iceman. I got a big family to worry about."_

"_My parents already pulled me out once," Jubilee said. "I don't think they'll want me here anymore. Not after __**this**__."_

"_You all thinkin' of leavin', then?" Logan asked._

_Again, gazes were averted, and not just among the New Mutants._

"_I, too, have family about who I must worry," Piotr said hesitantly. "Parents, and a small sister."_

"_But they ain't here, Pete."_

"_No. But I much expect Russia will soon be as bad as here. I must know they are safe, and I cannot know that while in America."_

_Logan looked at the Russian for a long time. Then, he turned toward the fire. "S'your choice. All you who want to go, go pack yer bags. We'll see you all get home safe tonight."_

_Slowly, people began filing out. First Sam, then Piotr, Amara, Danielle, Jubilee, and Rahne._

_Warren walked closer to the Canadian and cleared his throat. Logan turned to him expectantly. _

"_You goin' too, I take it?"_

"_You know how I work. I can't really… get involved in you guys full time. And if the government's going to crack down on mutants, well, tangling with you would just cause trouble for Worthington Industries." He sighed, running a hand through his blond hair._

"_You don't need to stay with them, wings."_

"_I do. Look… I'll… I'll do what I can. I know you don't like taking Worthington money, but it's better than nothing."_

_Logan sighed through his nose, accepting yet another short stick dealt by fate. "We'll be seein' you around then, wings."_

"_You will. I promise." Warren glanced around the remaining mutants for another long moment, then awkwardly bowed out._

_Logan turned a level gaze at those still gathered. "Anyone else have any objections to keepin' the dream alive?"_

"_No way."_

"_Never."_

"_Nein."_

"_Good." Logan cast one last look around them, as if counting them and making a mental list. Ororo, Hank, Scott, Kitty, Bobby, Alex, Jamie, Kurt, Rogue, Remy, Ray, Roberto, Forge, X-23. "We can work with this. Everyone, let's get cleaned up and start fortifyin' the mansion. The X-men ain't goin' nowhere."_

_He was wrong._

x-x-x-x-x-x-x

"Welcome back to the land of the living, Mr. Wagner."

Kurt blinked his eyes open, the last effects of the tranquilizer fading. He was on the floor inside a small military jet, his hands, feet, and tail tied together behind him in a position that would have been painful to anyone less flexible. He was near the back of the plane, facing the cockpit. Nine men lurked around the cabin, two of whom stood above him with guns not-so-subtly pointed at his head.

"Five miles up and fifteen hundred miles per hour, over the middle of the Atlantic Ocean," Fury said, standing casually over Kurt as if it would never occur to him to crouch down. "I take it I don't have to tell you that teleporting is not in your best interest."

"Vhat do you vant?" Kurt demanded. His English was a little rusty, but returned to him swiftly.

"It's not a matter of what _I_ want, Mr. Wagner. It's a matter of what the United States government wants, and that is the capture and rehabilitation of all mutants. Particularly those as well-known as your former team."

"Rehabilitation? Like brainwashing?"

"Essentially."

"That's terrible!"

"Yes, it is."

Kurt blinked. "…vas? Then vhy are you…"

"I did not say I was planning to do so to you, only that that is what we need to concern ourselves with."

"I… do not understand."

Fury leaned over him. "A lot has happened since you left the States, Mr. Wagner. For one thing, a new branch of the U.S. armed forces opened up. The GCD… Genetic Control Division. Specializing in the registration of everyone who had the bad luck to be born with an X gene."

"And by 'registration,' you mean 'capture' and 'abuse', ja?"

"They'd told me you were quick. It so happens that not all mutants receive such treatment. Only the ones who resist."

"Like the X-men."

"That's right. You'd better thank your lucky stars SHIELD got to you before the GCD did."

"Vhy? Vhat are you going to do instead?"

Kurt's fur stood on end as Nick Fury, director of SHIELD and arguably one of the most powerful men on the planet, _smiled_.

"I'm disappointed, Mr. Wagner. Certainly you've known Logan long enough to know what SHIELD does with useful mutants."

Kurt's eyes widened. "Vea… veapon X? Everything about that vas destroyed! Ve made sure of it!"

"Nothing so sinister or invasive as Weapon X, Mr. Wagner. Let's just say that certain interests are starting to get a little nervous that the GCD isn't telling everything they're doing, and your skills are needed to make sure they don't get out of hand. I don't think I need to tell you that you have no choice in the matter." That smile stretched wider, and Kurt suppressed a shiver. "Welcome to Operation Wonderland."


	2. Down the Rabbit Hole

"Normal speech."

["Language other than English, translated."]

-'_Psychic communication._'—

**Chapter 2: Down the Rabbit Hole**

"…which regulation allows no longer than six months betwee… ey, fannullone, are you listening to me?"

Kurt tore his eyes away from the window, where he'd been watching a lush riverland pass by miles below, and dutifully returned his gaze to Sergeant Bianchi. The hard-edged Italian woman had her hands on her hips, her lips twisted with contempt. He gave her a sheepish smile.

The sergeant's arm snapped forward, took his wrist in a hard grip, and yanked his hand away from his scalp, where he'd been absently running his fingers through his hair. "Basta. Stop fidgeting with it. It is only a haircut."

"But it's so _short_," Kurt protested, sinking lower in the uncomfortable metal chair and dropping his arms onto the table in front of him. "I have _fur_ zhat is longer zhan zhis."

"It could be much shorter, so quit whining. A hippie cut like the one you had would have just gotten in the way."

"Hippie cut?"

"Chiuda il becco. Close your beak or I am shaving off every last bit of fur you have."

Kurt groaned but closed his mouth, slumping forward against the table in front of him. Sergeant Bianchi eyed him for a good thirty seconds, dark eyes flickering over his drooping form with disdain.

Sergeant Bianchi was a class of woman Kurt didn't have much experience with. The closest he could compare her to was his mother: the sergeant had the same strong voice and hard-edged self-possession that Mystique had. Yet the sergeant had a quality of discipline that also made him think of Scott. She was probably about thirty years old, with dark brown hair pulled under her cap and hardened Sicilian features. The solidly-built body under her uniform was obviously familiar with daily work-outs.

The two of them were alone in a small room on board SHIELD's flying base, the Helicarrier. The only furniture was a metal table, a matching chair, and a mirror Kurt strongly suspected was a one-way observation window.

After Fury had finished his introduction on the jet, Kurt had been knocked out again. He'd woken up to the sounds of the distant humming that came from riding a large aircraft. He found himself in a small, windowless chamber with a cot and sparse furnishings. After a bit of exploring he'd found that—in order—his wounds were patched up, he wore only a pair of loose black trousers, the door was locked, and there was a covered tray on the end table that turned out to be a generous, high-protein breakfast.

Just as he'd finished eating, two men had come in and dragged him through a series of procedures: first a (supervised!) bath; then a long, mortifyingly invasive physical; then a clothes fitting complete with measuring tape which ended in him being stuffed into a black SHIELD uniform; then a haircut; until they finally dumped him, exhausted and embarrassed, into this small table-and-chair room.

Ten minutes later, this uniformed officer had marched in, introduced herself as Sergeant Bianchi, ("your new boss, so get used to my face, birichino"), and started giving him a lecture in SHIELD 101.

"How much longer vill this take? It feels like ve've been in here for _hours_."

"Sergeant."

"Vas?"

"'How much longer will this take, _Sergeant_.' And that is not even touching on the disrespectful way the question was asked, nor on the petulant tone."

"Uh…"

The sergeant gave him a hard look. "Try asking again."

"Um… I'm not sure I vant to."

"Smart boy. So smart, I will answer. Orientation takes _days_, fannullone. _Days_. And then, once you can recite all our rules and procedures by rote, we let you move on to the _hard _stuff."

Kurt groaned and let his head flop forward onto the table with a _thump_.

"This is not nearly as painful for you as it is for me. Now, once again. In the matter of updating mission data, which regulation allows no longer than six months between…"

Kurt restrained himself from banging his head on the table.

Every couple minutes, he was tempted to try teleporting out. He could see the ground through the window, and it would probably only take two jumps… but he knew better than to entertain escape as more than a passing fancy. He wasn't just worried about SHIELD chasing him, although that in itself would have kept him up at night. He was also very aware that he had nowhere else to go.

He couldn't go back to the circus after what had happened. He doubted Madam Szardos would let him live long enough to explain. And his foster parents… well, graveyards didn't provide much by way of security. There was no Institute to go back to, and without his image inducer he had no hope of entering normal society.

SHIELD was his last hope, and they knew it.

x-x-x-x-x-x-x

_The worst part about losing his foster parents was that there was no one to blame but himself. _

_He'd been home for about a month. He'd gotten into the habit of checking online news feeds about the mutant situation in America, and the anxiety was making him shed horribly. For hours at a time, his golden eyes pored over photos and videos of the riots, searching for hints of anyone he knew. He prayed for their safety every night. So far, he had no way of knowing whether God was even listening. _

_His parents sought to cheer him up by pulling him away from all that. Mama packed a picnic lunch and, before he knew it, he was being dragged out to the Grauen Klippen… the Grey Cliffs._

_The Klippen were a place he knew well: a river valley surrounded on each side by cliffs between twenty and sixty meters tall. The cliffs were old and craggy, with plenty of ledges, outcroppings, and other interesting formations for an agile young child to climb and jump around on. _

_Kurt was reluctant, at first. He followed his parents gloomily as they walked the well-known trail up the river along the base of the cliffs, the two talking quietly about nothing. It was the sort of day that made hiking enjoyable and relaxing, with a bright sun on their backs and a soft breeze rustling through the trees. _

_["Ah, Kurt!"] Mama said, turning to smile back at him while she pointed to a particular out-cropping on the cliff face above them. ["Do you remember when you lost your brush and climbed up there? You were so scared you stayed up there for two days, just so you didn't have to tell us."] Her short white hair practically glowed in the sunlight, and she didn't seem the least bit bothered by the taxing hike, despite her weight._

_Kurt looked up and tentatively smiled at the memory. ["Papa had to lure me down by cooking a fish at the base of the cliff."]_

_It was Papa's turn to smile back at him, skin crinkling around his eyes. ["If there was one thing your Mama and I have always counted on, it's your appetite."]_

_Kurt felt the beginnings of a grin. But then, he remembered Hank speculating that his large appetite was caused by his unusually fast metabolism. Hank had then scolded him for being so disorganized with his eating schedule, saying that he'd never be able to handle his appetite if he didn't regulate his eating habits. Kurt's grin faded before it had a chance to take hold._

_Mama and Papa exchanged a look at the return of his downcast expression._

_Papa tried this time, his peppered brows furrowed over his hooked nose. ["Would you like to go jump into the shallows? I think your old rope swing is still around here somewhere."]_

_Kurt shook his head. ["No."]_

_["I remember when Papa first hanged that thing,"] Mama said. ["He climbed out on the tree branch to tie it, and nearly fell right into the river before he got a good grip. And then you scampered up after him, perched on his shoulder, and started asking him when it would be ready, over and over again."]_

_["I don't remember that."]_

_["You were very young. Four, I think."] Mama dropped back so that she was walking beside him. He was surprised to find that he was as tall as her now. ["You were so chatty and excitable at that age. It made you quite the handful."]_

_["I don't feel so chatty and excitable now."]_

_["You are worried, little one. It's all right to be worried about your friends."] Mama gave him one of those matronly smiles that only she and Ororo seemed able to pull off. Kurt winced at the thought, and Mama reached over to stroke his face. ["You have always cared so much about everything, especially your friends. When you feel something, good or bad, it is with such intensity that you can't help being consumed by it. Your Papa and I were so grateful for how happy that school made you."]_

_["They're the first friends I ever had… I feel like I abandoned them."]_

_["No. No, my little miracle, no."] Mama stopped and drew him into a hug. The old pet name nearly made him cry. ["You came here, where you are safe, and I'm sure that is what they would have wanted if you'd been able to ask them. There is no need to feel responsible for them. You were always telling me how strong they all were; have faith in them."]_

_Kurt leaned into his Mama's embrace, feeling some of his anxiety ebb away. Faith, he knew, was exactly what he needed to fight away these ghosts._

_Papa stood by in silence, watching them with a loving smile. That was what made Kurt finally pull away, rubbing at his damp eyes._

_They continued their walk, relishing in the old memories that the Klippen evoked. Kurt found himself smiling a little more easily as time passed, the nurturing comfort of his parents breaking through his anxiety. They were right; he just had to have faith. Faith in his friends: that they could protect themselves. Faith in his family: that they knew what was best for him. And faith in God: that He would guide everything to come around right in the end._

_By the time they stopped to eat in a clearing, Kurt was feeling much better. He even smiled and teased Papa about the time he'd climbed up the cliffs after Kurt, only to slide backwards and get stuck in a crevice. _

_["You were so red when the Shermer boys pulled you out, everyone thought you had been sunburned,"] he chuckled._

_["Yes, yes. I remember,"] Papa said, turning a similar shade now. ["I was not at my best that day."]_

_["Are you kidding? You've __**never**__ been good at climbing."]_

_Papa's smile grew playful. ["No? I'm not as good as you, but I think chasing you up and down walls all these years has taught me a thing or two."]_

_["Care to prove that, old man?"]_

_Papa grinned and started rolling up his sleeves. _

_Ten minutes later, Kurt was doing aerial flips halfway up the cliff-face, laughing with his entire being, while his foster dad picked his way up the craggy surface. The older man was only a third of the way up, but he moved with patience and steadiness. Mama stood at the bottom, shielding her eyes from the sun with one hand, an indulgent smile on her lips._

_["You are so slow! If you go like that, you'll never catch me!"] Kurt laughed, swinging from a protruding tree root by his tail._

_["Have we never told you the story of the tortoise and the hare?"] Papa asked, reaching for another handhold and pushing off with one foot. ["Slow and steady prevails over fast and sporadic."]_

_["You know, I've always wondered about that one."] Kurt swung and latched onto the cliff, crawling sideways along it like a spider. ["You know who would really win that race? __**Fast**__ and steady. Like a horse. Or a jet plane."] _

_Papa laughed through his heavy breathing. ["I do not think jet planes belong in folk tales, little one."]_

_["Maybe they should. Jets make everything cooler. And I'm not just saying that because I know how to fly one."]_

_Papa gave him a sharp, surprised look, and Kurt realized that he had just recalled something from his Institute days, and it hadn't hurt quite as much. It didn't feel like mourning or gnawing fear anymore. He gave his Papa a smile. _I'm going to be all right_**.**_

_Papa smiled back. _I knew you would be_**.**_

_Then, it happened. Kurt pushed off his perch and did a sideways cartwheel along the cliff-face, landing on a ledge about ten meters up and one meter to the right of Papa's position. A ledge that started crumbling under his weight._

_He automatically hopped off, latching to a higher spot on the cliff. The ledge continued to crumble, spraying Papa with dirt and small rocks. The older man let go with one hand to cover his head._

_But that wasn't the end of it. It seemed that Kurt had found an unsteady part of the cliff. The vertical surface he clung to started sliding downward , and he couldn't find a hold as everything he tried to grip came loose. Worse, the unstable area kept widening as more of the cliff collapsed. _

_Kurt managed to find a root to grip among the tumble, but soon spotted a bunch of pebbles heading down towards his Papa. Immediately, Kurt disappeared with a_ _**bamf**__, reappeared in the air behind Papa and grabbed him around the shoulders, then teleported them both to the ground some distance away._

_Still gripping one another, they turned and watched as the rockslide intensified. Larger rocks, deprived of the smaller bits holding them in, tore from the cliffs… falling on the plump woman who huddled at the bottom, shielding her head with her apron._

_["No!"]_

_Kurt teleported the two of them right into the rain of stones, and Papa immediately broke away to grab his wife and shield her with his own body. It was difficult to see; they were surrounded with falling mud and rocks the size of baseballs—and getting larger. Kurt felt a particularly nasty one hit his shoulder, sending a jar of pain down his arm._

_Gritting his teeth, Kurt leapt forward and grabbed his parents' hands with his, Mama's in his left and Papa's in his right. Then, just as he teleported, a rock the size of a cantaloupe hit him in the back of his head._

_**Bamf**__._

_For a long, suspended instant, Kurt was aware of a ringing in his ears as the world broke apart and reordered itself, then broke apart again. For that long, shuddering instant, it seemed that there would be no reentry. Darkness swirled over him, and there was a rushing noise and an overpowering scent of brimstone. _

_Finally… __**bamf**__._

_Kurt's feet jarred against solid ground, and vertigo pulled him down onto it in the next moment. As unconsciousness swallowed him up, he realized that his hands were empty. At some point during that long moment, __**he'd let go**__._

_Kurt did not teleport again for a very, very long time._

x-x-x-x-x-x-x

"Your codename will be Cheshire Cat," said Sergeant Bianchi, leading him through the corridors of SHIELD's flying base. He kept close to her heels as they passed other agents during their trek, all of whom Kurt worried were highly trained in combat and licensed to kill. His head was still spinning from the veritable codebook that had been drilled into his skull over the past few days, so he was just grateful to be out of that room and moving around.

"A new codename? Vhat's wrong vith 'Nightcrawler'?"

_Thwack._

"Ow! Vhat vas that for?"

"Recite code IA zero zero nine."

"Um… oh, right. 'Direct any procedural-based questions to your commanding officer, and keep it strictly need-to-know'."

"And which part of that did you just violate, birichino?"

Kurt rubbed the back of his head where the woman had cuffed him and smiled sheepishly. "Zhe second part?"

"Si. You do not ask questions. When you do ask questions, you ask them to me…. but you do not ask questions. Clear?"

"Not really…"

"Do not be a smart mouth and stupid at the same time. Think. What is the function of a codename?"

"To keep enemies from identifying and tracing you. That's under MiP four…. Uh…."

"Four two one. Bene." She tossed him a hard glance and paused, dragging out what he knew was coming. "So why would we not use a codename that is well-known?"

Kurt had already ducked his head in embarrassment. "Ja, ja. I get it now."

"You would have understood faster if you had applied what I'm trying to teach you. Instead you open your big mouth. Next time you do that, I think I will pull out one of your pointy teeth."

Kurt self-consciously clamped his mouth shut. The way she said it, it sounded like she was actually considering it.

She paused at a door on their left, and it slid open for them. Inside was a fairly large room, two stories high and the width and length of a tennis court. There was a table by the door that had assorted wooden poles, devices that looked a little like TV remotes, and other objects that Kurt had no idea what to make of. The rest of the room was dominated by maroon mats along the floors and walls, there was a camera in each corner of the ceiling, swiveling around at them each time they moved.

He barely pulled his tail in before the door _whooshed_ shut behind him.

"Put this on."

Kurt turned to Sergeant Bianchi and took the object she held out to him. It was a belt… probably. The black leather was the length and width of an average belt, anyway, but it didn't have a buckle so much as a latch. The attachment seemed to be made of chrome or something, and was in the shape of a Hershey's Kiss that had gotten its tip bitten off. In the center of the latch glowed a soft green light.

"Vhat is this?"

The sergeant didn't say anything. She just looked at him.

Kurt ducked his head. "Right. No questions." He snapped the belt around his waist, the end of the leather sliding into a slot in the latch with a click. It matched everything else he wore: a light, comfortable undershirt that breathed well; cargo pants that had been specially tailored so they didn't hang awkwardly off his unusual legs; and a ribbed vest that had more pockets on the inside than it did on the outside… and it had quite a few on the outside. Everything was black, black, and more black. SHIELD seemed very fond of the color, for people who claimed to be good guys.

_Thwack._

"Eaargh!" Kurt went flying forward onto the mats with the force of the blow. He rolled across them for a good four meters, managing to turn the momentum into a summersault. He landed on his knees, and groaned at the pain in his newly bruised shoulderblades.

"Reaction time is abysmal," Sergeant Bianchi said to no one that Kurt could see. "At least he already knows how to land. We can work with that."

Kurt looked over his shoulder, and saw that she was holding a meter-long pole like a club. As if she had just hit him in the back with it.

Painstakingly, he pushed himself to his feet and turned back to her, leaving plenty of space between them. She watched him impassively while he sorted through all the questions now in his head, finally landing on one that might not lose him a tooth. "Who are you talking to?"

Sergeant gestured toward a camera with her pole. "The training officers." Kurt's question must have been written across his face, because she put her hands on her hips and continued. "I like to train my agents personally, but I can't be here all day long. I have things to do. So, your training will come from many people, some who specialize in training agents. Other times, you will get me. It will be grating and hard to please everyone, but you will adapt, or you will fail."

Kurt swallowed. "Okay."

"'Yes ma'am.'"

"Vas?"

She gave him one of her 'you're being a stupid fannullone again' looks. "You know the rules. I am your commanding officer. I say something you like, you say 'yes ma'am.' I say something you don't like, you say 'yes ma'am.' Never do you say 'okay' to me. Clear?"

"Yes ma'am."

"Bene." She grabbed another meter-long pole from the table and tossed it at his feet. He picked it up uncertainly. "Today, we are going to test your current knowledge, so that we know where to train from. This is melee combat. I am told you have an affinity with swords, yes?"

"Um… only a little. I…" He trailed off, his face growing hot. "I used to play through pirate scenarios in zhe Danger Room."

"Yes, that is what I am told," she said matter-of-factly, and his face grew warmer. _How_ did SHIELD know what he'd used to do in his leisure time?

"I assume this also gave you experience with pistols and rifles. That will also come in handy."

"Guns?" Kurt squeaked.

She stared. "This is a military organization. You need a long-range weapon. So, unless you can suddenly cough up acid hairballs, you will learn to use a gun."

"But…"

Her look intensified, and the protest faded from his throat.

"Er… yes ma'am."

She nodded. "Bene, birichino. Very good." Then, she raised her pole into a guarded position, and he did the same. "And now, we fight."

And that's what they did.

At first, Kurt had the unnerving sensation of being entirely unready. She rushed him with a straightforward overhand slash, and he barely blocked it, stumbling back with the force. She twisted her arm and slashed him backhand, and he dodged back with a small flail.

She pressed her attack, stepping in and swiping at his side. Kurt was ready this time, and parried the blow. The next one hit his shoulder, but then he dodged a head shot by using the momentum to duck into a sideways roll.

Suddenly, something in his head snapped into place with a nearly-audible _click_. Just like that, he was back in Bayville, facing the Brotherhood. He knew how to do this; it was rusty, but it was there.

He stayed crouched on the ground as the sergeant started a charge toward him, coiling his legs under him. Then, just as she started a swing at his head, he leapt, jumped clear over her head, twisted in midair, and used the downward momentum to slash down at her shoulder.

She twisted and blocked at the last minute, and Kurt saw the spark of something new in her eyes: _interest_.

He flipped backwards out of her range before she even started her retaliatory swipe, landing in a fighting stance five meters away. She didn't charge him this time, but came in slow, aiming for his right side. He parried the blow and threw off her balance, giving him an easy shot of her back. He took it.

It went on like that for a while… Kurt wasn't sure how long. At one point, she ordered them to switch hands, and seemed not put off in the least that he was as dexterous with his left as he was with his right. That was also the point when he started making use of the room, using the walls and ceiling as launch points. Then, they tried two weapons. In the end, she'd even given him a third, dagger-sized one for his tail.

By the time she'd stepped back and called, "Basta. Enough," his fur was matted with sweat and his lungs gasped for air. He was far from unfit—his acrobatic training was as demanding as his X-men training had been—but Sergeant Bianchi was apparently some sort of tireless automaton. He let his arms and tail sag to the ground with a sigh.

Bodily, he was exhausted… but mentally, he was absolutely exhilarated. He'd forgotten what it felt like to have a real workout against someone. Sure, flipping around on a trapeze was fun, but it lacked a certain something. Something that could only be understood while looking into an opponent's eye and _knowing_ that you were going to have to fight for your life.

"Good reflexes," the Sergeant said in that 'for the camera' voice. "Strong evasion skills and good use of natural agility. Good sense of space, probably related to his powers. Ambidextrous, although the tail could use work. Amateur stance and blocking. No power behind his blows." She put her poles back on the table, and Kurt moved to do the same. "Overall, not as good as we hoped, but not as bad as we feared."

"I feel like some kind of zoo animal vhen you do that."

She gave him a hard look, her more relaxed expression disappearing (wait, a fight _relaxed_ her? Who was she, Logan?) . "Also, he has a smart mouth. And he asks too many questions. I suggest pulling his teeth out."

Kurt snapped a hand over his mouth, but couldn't stop his energized smile. Sergeant Bianchi gave it a sideways look, seemed to make a mental note of it, then motioned for him to return his poles to the table.

After he did, he turned to face her again, and she addressed him directly. "I notice that at no time did you make an attempt to teleport."

Kurt blinked. "I did not know I vas allowed."

"Is that it?"

She looked at him matter-of-factly. He swallowed.

"No ma'am."

"I did not think so. What would it have taken to provoke you to teleport?"

He found himself wringing his tail, and forced himself to stop. "Probably… a life-or-death situation. Like… the vun I was in vhen Colonel Fury found me."

She nodded and pressed her attack. "How long before that had it been since you teleported?"

What was the point of this? "Two years."

Sergeant Bianchi sent a meaningful glance to whoever was watching the cameras, and the fur on Kurt's neck and back stood on end. What was _that_ about?

Then, she turned and headed toward the door. It opened with a _whoosh_. "Vieni. Come. We have much to do."

"Yes ma'am." He sent a last glance at the cameras, but obediently followed her out the door.

The rest of the day was much like that. He was led around to several rooms, including an obstacle course ("What? You are not still tired from the melee, are you?"), a shooting gallery ("Terribile! Assolutamente terribile! It is a good thing you have a way of getting close very fast."), and, surprisingly, a computer console that had a number tactical and strategic thinking games ("Ugh. I will do all your thinking for you. Clear?").

Eventually, he was dismissed. Before he turned to head for the mess hall, he paused and looked at Sergeant Bianchi.

She stared, familiar with that expression by now. "You have a question?"

He gave a single nod, then fingered the odd belt latch. "This… do you want me to give it back?"

"No, it is yours. In verità, you are to keep it on at all times that you are not sleeping."

He opened his mouth to ask, but clamped it shut again.

"You are learning. This is good. But I will tell you anyway, because you must know. This is a Psychic Suppressor. It blocks out ambient telepathy. It is very useful, because that is what the GCD is using to find mutants."

"Vait… like Cerebro?"

"Si. And this allows you to use your powers without being detected. Like I said, very useful."

Kurt stared down at the little glowing green light, the implications descending on him.

Sergeant Bianchi was still in lecture mode. "The green light tells you it is working. If it is not green, you must tell me, and you must not use your powers unless it is life-or-death. We can not afford to have them find you now that you work for us. Clear?"

"Yes… yes ma'am."

"Good. Now, go have your dinner. You have a long day tomorrow, and for many days to come."


	3. Against the Whetstone

**Chapter 3: Against the Whetstone**

Over the next weeks, Kurt's life fell into a strict, Bianchi-approved schedule.

Kurt's day started at 4 am (GMT. Several times, the sun was high in the sky when he awoke, but the schedule stayed the same no matter what time zone the Helicarrier was travelling through). At that time exactly, a drill sergeant—sometimes Bianchi, but usually not—entered his cell and rousted him from his slumber.

He called it his cell because that was essentially what it was. He'd kept the same little windowless room they'd brought him to on the first day. It had nothing but an army cot, a rickety endtable, a small writing desk with a metal stool pushed under it, and a metal chest. And it wouldn't have been able to fit much more. He'd been given small day-to-day objects, like a desk lamp, an alarm clock, pens and paper, and—surprisingly—a curry-comb and soft brush for his fur. Still, the cell seemed barren and impersonal, like it didn't care whether he was there or not.

At exactly 4 am GMT each day, someone loud and commanding burst into his room and rolled him out of bed. Then, he or she barked orders in his ear while he stuffed his half-asleep body into exercise clothes and trudged out of the room for the morning workout.

Once, he tried locking the door the night before, but the drill sergeant—a large Moroccan man—apparently had a copy of his key, and burst in like he was storming the gates of Hell. Kurt's left ear rang for the rest of the day.

After a week, Kurt set his alarm for a couple minutes _before_ they burst in. After two weeks, he didn't need to set his alarm at all.

The morning workout consisted of Kurt running himself to exhaustion while the morning's drill sergeant barked orders at him for two hours straight. Often, they would spend the entire time jogging through the labyrinthine corridors of the base. Sometimes, they would spend it in a weight-room, on a sloped treadmill. Sometimes he would be taken to the padded training room (from his duel with Sgt Bianchi), and run through a gambit of calisthenics. Once, Sergeant Bianchi even took him to the engine room—where there were a lot of pipes and machines around—and had him do an acrobatic routine. No matter what they did, the workout was always cardio-vascular, and it was always solitary.

As Kurt understood it, most agents worked out with their squads. Often, while jogging, Kurt and the sergeant-du-jour would pass by others doing the same thing. Depending on who was leading, waves or salutes were occasionally exchanged. Most agents also gave Kurt more than a second glance, but he was used to that.

Kurt didn't have a squad to work out with, so he was given the full attention of his superiors. He wasn't sure whether this was because he was the only one on Operation Wonderland, or because he was simply expected to work individually. It was nerve-wracking to be getting so much undivided attention. At least back at the Institute and at the circus, he'd had teams. Now, he felt like every single one of his seven-or-so sergeants was examining his every move.

He wouldn't admit it until much later, but all the individual attention worked wonders.

After his workout, he was sent to the showers, and then to breakfast.

Apparently, there was only one kitchen in the base, but three separate mess halls. The smallest mess hall was for officers and high-profile members, so that they could talk business without worrying about the grunts overhearing more than they had to. The largest was the main mess hall, where most agents took their meals with their comrades and chatted about the ladies they'd left in their beds on their last missions.

The middle-sized one was for members that were not _high_-profile, but _low_-profile. This was for those whose presence in the base wasn't particularly advertised, or who worked independent, private cases. This was where the secret agents and the spies ate (on the rare occasions they returned to base). This was where no one asked personal questions about anyone else, especially when it came to their missions.

This was also where Kurt ate.

It became clear early on that Kurt's presence on the base wasn't supposed to be officially acknowledged. Certainly, most of SHIELD knew he was there— even simply walking the halls, he was pretty difficult to miss—but it wasn't talked about, not even over dinner or during down-time. _What_ a former X-man was doing in SHIELD was _certainly_ never speculated about. SHIELD's official stance was that Kurt Wasn't And Had Never Been There.

Sometimes, Kurt felt a little thrill at that thought. He felt like James Bond, working on a top secret mission of international importance. At this point, not even _he_ was entirely sure what his mission was. He regularly dined alongside the best spies in the world, and even cultivated friendships with a couple over their soggy beans and dry potatoes. At times, he couldn't help but be caught up in the romance of it.

But then, there were other times that Kurt was gripped by doubt, wondering what in God's name he was _doing_ there. He wasn't a SHIELD agent… he was a circus acrobat who had once been an X-man. He didn't even know what, exactly, he was expected to do. There were times when he feared he was just going to be sent on some suicide mission. After the things he'd heard from Logan, he wouldn't have been surprised if that was exactly it.

Whatever he was expected to do, SHIELD would deny any part of it. That much, he knew. He wasn't sure what to make of that.

After breakfast, Kurt was given a short break to take care of personal business before the day's training started at 8:00 GMT.

The training varied according to who was currently at the base and had time to train a lone recruit. Morning training was typically light on physical activity; a fact Kurt was grateful for, since he was usually still exhausted from the morning workout.

Most days over the first couple weeks, he was quizzed and lectured (in turns) on regulations and procedures. On one particular day, he was made to stand at attention in the same spot for three hours, reciting the codebook _in order from cover to cover_. SHIELD took regulation very seriously, as should be expected from such a tightly run organization. Kurt learned early to follow the codes to the letter. Not all of his drill sergeants were as lenient (God forbid!) as Sergeant Bianchi, and minor slip-ups could have serious consequences.

His first day, a casual "mein Herr" had earned him bathroom-cleaning duty for a week ("OP 78: SHIELD's official language of operations is English. Excepting special circumstances specified on the list below, all formal interactions among agents must be conducted in English"). Later that week, he'd snickered at an unfortunate turn of phrase regarding firearms procedures, and had been deprived lunch. That lesson had really stuck.

He was also given lessons and lectures that he assumed involved his future mission. He was taught the ins and outs of the United States government, and drilled on important figures until he could recognize the entire Senate and most of the House by face and name alone (putting them together was another story). During one lesson, he was given a summary of what had happened since he'd left the States… the establishment of the GCD and mutant registration, active hunting of so-called 'rogue' mutants, blah blah blah. Fury had told Kurt much the same when he'd captured him, and much more succinctly.

There were also lessons on computer hacking, lock picking, fooling elaborate security systems, and both building and disarming explosives. Like their fondness for black, SHIELD certainly knew a lot of dirty tricks for good guys.

In the morning timeslot, he was also given his theory training. He received dozens of books on various melee techniques—both with and without weapons—and was taught more types of firearms than he had previously thought existed. His previous driving and piloting experience was built upon to now include various military vehicles as well as vehicles he should never have any business operating (a construction crane? Really?). Under SHIELD's direction, he studied tactics, both theoretical and historical, as well as a bit of psychology, sociology, criminology, and first aid.

What got him most were the lessons on 'creative misdirection.' Lying.

At one point, it hit him that he was going to have to lie. A lot. Maybe to people he cared about. It was all part of the secret agent package: you had to be able to spin convincing lies to get the job done. It was for the good of mutants, he told himself. He was going after the GCD… loosening their stranglehold on mutantkind was much more important than maintaining his already-tarnished integrity. Still, he found himself staying up one night, the Eighth Commandment rolling through his head in waves of sick guilt. He spent most of that night praying for his immortal soul.

And then there were the speech lessons. Those weren't difficult as much as they were annoying.

One day, Kurt was ecstatic to discover that he would eventually get his Image Inducer back, at least in time for any real missions. What's more, it would be more versatile: able to project different hair colors and cuts, facial structures, heights, and body types. This, combined with a smaller, less conspicuous Psychic Suppressor, would make him virtually impossible to track and identify. Or so Sergeant Bianchi assured him.

However, this caused a new concern. Apparently, his accent was too distinctive. Ergo: speech lessons.

"Try it again. The three Windsor wives want thirty white thistles."

Kurt stared up at his instructor, chin on the familiar metal table and mouth twisted to one side. "Zhat still does not make sense to me. Who vants thirty vhite zhistles? _Vhy _vould zhey vant thirty vhite zhistles? Seems silly to me."

The woman glared down at him, but he'd endured much, much worse in the two weeks he'd lived at the base. This woman wasn't exactly intimidating: with her glasses and graying hair, she was downright _mousy_. Maybe she was the base archivist or something; she was definitely no drill sergeant.

Oh yes, he was very annoyed, as well as insulted. It made him petty enough to exaggerate his accent just a little bit. "Vhy are zhere zhree Vindsor vives, anyvay? Vhat does zhat even mean?"

"You're being difficult for the sake of it, and you know it."

"Vell vhat do you expect? You come in here und start going 'wuh wuh' und 'thuh thuh' like I am some sort of small child. I know how to make the sounds. See? Wuh. Wuh."

"Then why are you fighting this? You wouldn't need… _I_ wouldn't have to waste my time here, if you just spoke like that all the time!"

Kurt sat up straight in the chair. "Ja. Because it is really zhat easy. You can't understand; you are a native speaker."

"You're right: I am. But I've trained dozens of men and women who were destined for secret ops to disguise their speech, and you are neither the most difficult case, nor the most stubborn. So don't bother telling me about how your mouth or ear simply aren't used to it. I've heard it all before."

Kurt glared up at her like he was a boy half his age. She leaned back with a triumphant smile. It was a long lesson, as were all speech lessons that followed.

Of course, it would take him many years to master any one of the subjects they tried to drill into him. But that didn't stop his instructors from trying to cram it all into him anyway, expecting him to internalize all the information immediately, and punishing him if he didn't. By lunchtime, he was always mentally exhausted.

He therefore went through lunch like a blue-furred zombie. His usual table regularly gave him knowing looks and sympathetic pats on the back. "Yeah, I remember Basic Training," said Agent Wilkes one time, as he helped a functionally brain-dead Kurt cut his meat platter. "It'll get better, kid." Of course, that was all that was ever said on that matter.

After lunch, it was back to physical training. Every day, Kurt spent at least an hour in weapons' practice. For melee, he took to blade weapons quickly, still a little stuck in the romance of swordsmanship. It didn't seem quite so romantic when he was cutting the practice androids to bits, but at least they didn't bleed.

He proved to be generally terrible with guns. Not only did his fingers fit oddly around the triggers, he simply found something inherently distasteful about the idea of killing someone without ever actually coming near them. Was this how Magneto felt? Or maybe Scott?

Still, they trained him anyway, because it was one of those things he simply had to know. They paid special attention to training him on a sniper rifle ("Gott im Himmel… I'm not an assassin or somezhing, am I?" "Settle down, birichino. Do not worry; we know you don't have the right temperament for that kind of thing."). The idea was that his teleporting would provide unparalleled chances in stealth sniping, and his night vision and ability to blend into the shadows were added bonuses.

There was also a somewhat disturbing conversation between Sgt Bianchi and the large Moroccan sergeant regarding his potential with automatic weapons that Kurt was pretty sure he wasn't supposed to overhear.

"Really, he just pops in there, bambambambam, and pops out again. They wouldn't even know what hit 'em."

"Perhaps he could start firing before he 'ports. Give himself a head start."

"Yes! Just pop right into the middle of 'em with an MMG, turn in a circle, and pop out again. That's a squad down, right there."

That one gave Kurt nightmares.

His weapons training also included hand-fighting. He had to pin Sgt Bianchi to the mat before she finally admitted that, yes, Kurt _was_ actually a passing decent hand-fighter, maybe just a little, now get off. Kurt felt a little better after knowing that his fighting instincts from his time in the X-men hadn't completely disappeared.

After his first week, they started him on powers training. It did not go smoothly.

"I don't know vhat's wrong. I think I'm just rusty."

"That is completa idiozia, and you know it."

He couldn't look at her. "I just can't. I try, but I can't."

"Try harder. Use a little discipline."

Kurt tried again, closing his eyes and willing himself to the other side of the room… right next to where the scientists were standing. "Ich… I can't do zhis. I'm going to be sick."

"You are over-reacting!" Sgt Bianchi stalked up to him and positioned herself right in his face. "You did it less than two weeks ago, so it is nothing wrong with your powers, only with your mind. Siate forti! Pull yourself together!"

Kurt struggled to pull himself away from the edge of panic. Be calm. Be disciplined. Be a secret agent. Secret agents don't have panic attacks. At least, they don't in the movies.

After a quick, silent prayer, he felt calmer, and was able to look his sergeant in the eye and say, quite gravely, "I can not do it vith them here. Zhey vill have to leave."

After a long moment looking into his eyes, reading something in them, she gave a curt nod and turned to the cluster of SHIELD researchers that had gathered in the training room. "You heard him. You can watch it on the cameras." She glanced back at him to check that that was all right, and he nodded gratefully.

Disappointed, the researchers filed out.

Kurt sighed, feeling some of his tension leaving with them. "I'm sorry. It's just zhat, all my life, I've been afraid zhat someone might ship me off to a-"

"There is no need to explain. You talk too much as it is." She turned back too him and put her hands on her hips. Still, there was something almost soft about her expression. "So, can you teleport now?"

A spike of nervousness returned. "I… I should be able to. Like you said, I did it zhe veek before last. Three times, even."

"But it was life-or-death," the sergeant said skeptically.

"Ja, gnädige frau."

"English," she snapped absently. "But you did not for two years. This is a long time. I assume there was a reason."

"Yes ma'am."

"A good one?"

"I think it is."

She looked at him, twisting her lips in sudden distaste. "Tell me, birichino, what happened."

Despite himself, Kurt burst out laughing. At the sergeant's put out expression, he quickly sobered. "Sorry, sorry. It's just… you don't exactly look eager to listen to my problems. Maybe zhere's a base doctor or somevun like zhat who I could talk to instead?"

"Yes." She tried valiantly to hide her relief at the touchy-feely-conversation near-miss. "Yes, I think that is a good idea. We will try this again later."

The next afternoon, he was sent to the medical ward, where one of the doctors—one specializing in mental health—took him into a private room and listened to him while he spilled out everything… the deaths of his foster parents, his guilt over leaving the Institute after the attack, Stefan, and all the repressed angst of the lonely teenaged mutant boy who had wanted nothing more than to be normal.

Kurt spent the rest of the day in that room, just crying.

When Sgt Bianchi took him back to the training room the next day, he teleported without any problems, even with the researchers in the room. They tested his endurance and his carrying capacity, and started making plans to improve both. Kurt just nodded and accepted their instructions, like he did everyone else's here.

During the first couple weeks, the hour before dinner was always spent running drills and reviewing SHIELD procedures. It made Kurt feel like he really was part of the military.

However, after two weeks—after Kurt had become comfortable with procedures and washed the rust off his old X-man skills—that time slot was filled with something different, and much more fun.

Scenarios.

It was like being back in the Danger Room, except the technology wasn't quite as cool. The drill sergeant would set up a hypothetical scenario in a part of the base specifically for such things—often a retrieval or reconnaissance mission, and always stealth-based—and Kurt would be sent to handle it. At first, they walked him through the missions step-by-step, their whispered instructions over his headset a constant buzz in his ear.

But then, as they noticed that Kurt's experience with field work was not just a note on his agent profile, they collectively backed off and let him work through the situations on his own. Occasionally, he failed—like when he forgot to take a thermal scanner into account during that lab infiltration scenario, and ended up very much busted. However, he took each failure as a learning experience—just like they'd been in the Danger Room—and was always eager to try again.

This quickly became Kurt's favorite part of the day. The sergeants enjoyed it more, too, since a happy elf was an agreeable, no-snarky-comments elf.

Dinner was at 17:00 GMT. After that, Kurt was taken back to his "classroom" for a final review. Usually, he was asked to repeat what he could remember from that morning's training, and anything he'd forgotten was reaffirmed. He was also given feedback on his progress. Any remaining time before 21:00 GMT was free time. He often spent it in a commons area with other off-duty agents, watching TV and talking about nothing. He was always utterly spent by this point, so wasn't very good company. But then, neither were many of the others. SHIELD was hard work; it was what made them elite.

Through it all, time did a strange thing. The hours dragged by, as it seemed Kurt yearned for a rest as he was constantly pushed to his limits. But at the same time, weeks passed without his knowledge, crossing into months that he never thought to track. It was all one continuous haze of exhaustion, punctuated by small personal victories and hours and hours and hours of training.

By the end, he fancied he felt the way a knife must feel when it's been set to the whetstone. After enduring vibrations and a long, exhausting sensation of grinding, it is pulled away, sharper and deadlier than ever before.


	4. Secret Agent Man

**Chapter 4: Secret Agent Man**

"Cheshire Cat, have you located the target?" crackled the speaker in his ear.

"Ja," he whispered, trusting the mic near his jaw to pick it up. "But there are two hostiles in zhe room, one armed."

"Take them out without raising an alarm. We've detected armed guards just outside your location."

"Roger wilco."

Kurt moved across the ceiling like a spider, the low light rendering him invisible except for his glowing yellow eyes. One figure sat at the computer console below him, completely absorbed in whatever was on the screen. The other figure stood by the small room's door, an automatic rifle in his hands. Both were dressed in the black-and-blue uniforms of the US GCD, complete with body armor.

Kurt was sporting some of that himself. He wore a uniform that was so familiar by now that it was like a second skin: a light undershirt, tailored cargo pants, stealth boots specifically made for his feet, matching leather gloves, and a jacket rich in pockets and lined with Kevlar. He had his Psychic Suppressor around his waist, and clipped to that were a belt pouch, a knife, gas canisters, and a holstered pistol. The entire ensemble was in SHIELD's favorite color: black.

After taking out the security cameras, the first target was obvious: the one that was more alert _and_ armed. Major red flags, there.

Kurt crept along the ceiling to the guard's position. In moments, he was clinging to a hanging lamp right above the man, close enough to see the brand name of his helmet.

Kurt reached his tail down behind the man and gently coiled it around his throat. As the guard began noticing, Kurt tightened the coil and pulled the man up by the neck. In one swift, practiced motion, he yanked the head against his chest, grabbed it by the temples with both hands, and twisted it until the spinal cord gave a soft _snap. _

Belatedly, he remembered the rifle, and shot out a hand to catch it before it clattered noisily to the floor. Then, with his tail and other hand, he lowered the dead body silently to the ground, hanging off the light fixture by his feet.

In one movement, he was back on the ceiling, crawling toward the control panel. He stopped above the other figure, coiling his tail down to do the same thing. However, as soon as his tail touched the shoulder, the man below grabbed it and yanked.

Kurt was pulled off the ceiling, and fell against the computer console with an "oof." The hostile stood and spun on him, drawing a pistol from inside his vest.

Kurt disappeared with a _bamf_ and reappeared behind him. He grabbed the man in a headlock, using one hand to cover his mouth, while his tail swiftly took possession of the gun. One swift motion later, there was a _crack_, and Kurt was alone.

"Area secured," he whispered. "Proceeding wizh retrieval."

"Copy that, Cheshire Cat."

He stepped up to the computer console, pulled a disc out of a pocket inside his jacket, and slipped it into the computer. His hacking skills left much to be desired, so he was glad to see that the system was already open and ready for upload. He ran a quick check for security traps anyway, but didn't find any.

Once the disc had the data he needed, he ejected it and slipped it back inside his jacket, then pulled out another one. "Retrieval complete. Proceeding wizh second objective."

"Copy that."

He inserted the second disc, let the virus program download, and then swiftly pulled it out again. "Package delivered. Returning to… vas?"

A window had opened on the computer screen and started blinking red. Seconds later, a whooping alarm filled the room.

"What is that noise? Report."

"The virus triggered an alarm."

The door burst open and six armed figures in GCD uniforms rushed in, their guns pointed at him.

He sighed and leaned back against the console. "I'm caught. I've been seen."

"Porca miseria. Damn it, birichino."

Abruptly, the red flashing and alarm stopped, and the room lights went up. All six figures stopped moving, their programs shut off remotely.

A moment later, Sergeant Bianchi stepped into the room, her hands on her hips. She still wore her headset, giving Kurt an echo in his ear as she said, "You almost had it, but then you go and make a stupid mistake."

"I'm sorry. I vasn't sure how to shut off zhe alarm, and zhe response was so fast."

"As it will be in the real thing." She walked over to the android at the base of the computer console and kicked its head thoughtfully. "At least you started using deadly force. That took too long to train into you."

"You realize zhat I won't be able to kill on a real mission, right?"

"You will kill if they see you," she snapped. "If a _single person_ identifies you and lives to tell, then the operation is jeopardized."

"All zhe more reason not to be seen," Kurt mumbled, staring down at the 'corpse'. He shivered, remembering a _real_ neck that had cracked just as easily under his hands.

"That is a good way to think about it. Here is another: they will kill _you_ if they have the chance. It is better to get to them first."

"In zhe X-men, ve didn't kill, no matter vhat."

"We are not the X-men, birichino. This is not a fight of ideals and principles. We are SHIELD, and this is a war. Therefore, we do what must be done, even if that means killing."

Kurt nodded sadly. "Still, I von't be able to do it. I… I can't. I'm not ready."

"By the time you have to, you will be."

He did not find that comforting.

"Vieni con me. Come with me. We have one more thing to do before dinner."

She turned and headed back out of the room, leaving him alone with eight eerily still, uncannily lifelike androids. Kurt shivered involuntarily, then teleported to his sergeant's side.

Together, they headed out of the scenario wing (or, as Kurt fondly called it, the Danger Room 2.0). Three agents passed them in the other direction, probably to collect the androids and start repairing them for the next run.

"Your reaction time to unexpected threats is improving. A month ago, that hidden weapon would have finished you."

"That was very tricky, by the way. Vas he programmed to be avare of me zhe entire time?"

"Only after you made a noise. Snapping the guard's neck, for example."

"Ah."

"Your tail dexterity is also much better. It is good to see you taking advantage of it."

As if it knew she was talking about it, Kurt's tail twitched. "Danke, I think."

They turned down a corridor Kurt wasn't familiar with, and stopped at a door. It opened with a _whoosh_, revealing a private sitting area with a wall-to-wall window opposite the door. Out of it, Kurt could see a beautiful night sky over mountains and fields. Cutting across the landscape was the Great Wall of China.

The sitting room itself was furnished better than most of the rest of the base. It had three armchairs and a sofa, clustered around a wood and glass coffee table, as well as an expensive-looking rug and oak side-tables along the walls. Sitting on the sofa was young Asian woman with long purple hair, sipping a cup of tea. She didn't even look up as they entered. A kettle and two other cups were set out on the coffee table.

After the door had _whooshed_ shut behind them, Sgt Bianchi sat in an armchair diagonally located from the young woman and started pouring herself some tea. "Cheshire, this is the Queen of Hearts. Queen, this is the Cheshire Cat."

Kurt stood awkwardly across the coffee table from her, unsure of whether he was supposed to sit or not. "Guten abend."

The woman's eyes flickered up at him, and he had the oddest visual impression of energy around them, in the shape of butterfly wings. He blinked, and the impression vanished as she turned back to her tea. "For someone who dislikes killing so much," she said with a light British accent, "you certainly do it a lot."

Kurt made an indignant noise, staring at her.

"Sit down, birichino," Sergeant Bianchi said, drinking her tea with a lot less class than the new girl did. "And mind your manners, saccente."

"'Birichino'," the new girl mused. "An apt nickname."

Kurt sat down in the armchair across from the sergeant, putting the girl between them. "Why is zhat? Vhat does it mean?"

"'Little devil'. And before you ask, mine means 'know-it-all'."

Kurt cracked a smile in spite of himself. "Well, that doesn't seem very nice."

"She means them fondly, though you'll never get her to admit it."

The sergeant choked on her tea. Kurt muffled a laugh behind his, deciding he liked the new girl.

"I'm flattered," she said dryly, turning to him. "I'm Betsy Braddock. Telepath."

"Kurt Wagner. Teleporter… but you already know zhat, don't you?"

"Indeed. Your mental defenses are abysmal."

At that, Sgt Bianchi broke in. "That is why I brought him here. So we can start training him on mental blocking."

"Zhe Psychic Suppressor is not enough, then?"

Betsy took another sip of her tea, then said, "The Psychic Suppressors are designed to fool ambient noise and wide-range scans. If you get targeted at close range, a telepath will be able to get into your mind as easily as otherwise. And then any secrets you have are theirs."

"I never knew my head was a security risk," Kurt joked. Neither of the women seemed to appreciate it.

"Without psychic abilities of your own, there's no way to _block_ telepathy, but I can teach you some tricks to avoid being easily read," Betsy continued. "It involves reorganizing and compartmentalizing your thoughts, so that secrets stay off the surface layer. There are also ways to repel an invading telepath by badgering them with unpleasant-but-ultimately-pointless thoughts. The White Rabbit favors a particularly annoying song. Works every time _I _try to get in there."

"Vhite Rabbit? So zhere are more of us on zhis mission?" He turned to Sergeant Bianchi, and she nodded.

"Yes. All of you work under me, but you work independently, so that is how we train you."

"Ah, okay. I vas beginning to wonder whether I was the only vun."

Betsy gave him a curious sideways look. "His accent keeps fading in and out. He's in the middle of speech training, I take it?"

"Si, saccente."

Kurt made another indignant noise into his tea.

"Oh, don't point those thoughts at me. I went through the same thing when I transferred to SHIELD. I'll have you know that I can now speak in three different American accents if I need to." She sipped her tea. "I just don't want to."

"Zhat is… good to know?"

Sgt Bianchi cleared her throat. "The Queen of Hearts can only be here for a couple days before she must return to her mission. In that time, I hope to see you mentally prepared to face psychic intrusion. We cannot have you spilling SHIELD secrets."

"Ja, okay. When do we start?"

"How about now?" The butterfly-shaped energy impression surrounded her eyes again, and that's what they did.

x-x-x-x-x-x-x

_["Kurti? Are you in… ah!"] Jimaine's head poked into his tent, her smile as golden as her hair. ["Aha, I found you!"]_

_Kurt rolled smoothly out of his headstand, landing on his feet in front of the entrance. He flashed her an impish smile before reaching through the flap to grab her hand, and yanking her into the tent._

_Jimaine Szardos gave a squeal, then laughed gaily as he waltzed her around the tent, narrowly missing both dressing table and hammock. The two made a striking visual impression. They both still wore their matching costumes, but the blues of his features contrasted starkly with the golds of hers._

_["You are still wound up from the performance, I see!"] she said as he sent her into a twirl._

_["The adrenaline! The applause! What's not to be wound up about?"] he easily rebuffed, taking a bow at an imaginary audience._

_She laughed again, pulled out of his reach. He swiftly recaptured her hand and planted a kiss on the back, making her cheeks redden deliciously. _

_She pulled away with a grin. ["Now now, Kurti, none of that! My mother would hex off all your good parts."]_

_["Only if she catches us, dear,"] he said with a wink, then spun and continued dancing about, very much aware of how tempted she was to call his bluff. If it was, in fact, a bluff._

_It had been that way between the two of them for months now. Each time, they came a little closer to saying it, dancing a little closer to the thing that they both dreamed of. At first, Kurt had restrained himself out of guilt, remembering another girl he'd left behind. Jimaine had felt his restraint, and taken it personally. But then, Kurt had come to accept that he would probably never see Amanda again. And so, slowly, tentatively, he'd let himself feel what he did._

_["I don't think either of us could hide anything from my mother,"] Jimaine said. Kurt grinned at the note of disappointment in her voice. That alone was the reason nothing had happened yet. Madam Szardos was very protective of her children, and one simply did not cross Madam Szardos. ["Speaking of, that's why I'm here."]_

_["What is?"]_

_She grabbed his Image Inducer off his dressing table and tossed it to him. ["It's getting dark, and my brother's disappeared into town somewhere. Mama wants him back in time for a little fire-juggling."]_

_["Say no more,"] he said, snapping his Image Inducer around his wrist. He pressed the button, and his form flickered into that of the familiar pale-skinned, dark haired German boy who'd first appeared in Bayville so long ago, now grown into a young man. Kurt tried to ignore the unnerving fizzling sound the Inducer made as it switched on. It had been doing that for weeks. ["I shall hunt high and low for the wayward Stefan Szardos and rescue him from whatever peril he's gotten himself into. Because I'm a hero, and that's what we do."]_

_["If you say so, Kurti."] Her smile lit up the evening as they left the tent. ["Good luck."]_

_Kurt gave her one last bow before he turned and headed into the small town the troupe was camped near. In the distance, he could see a gothic cathedral, complete with steeple._

_It took a while, but he finally located Stefan near the center of town. The gypsy man was standing at a large fountain that featured a stony trio of cherubim. He stared down into the water at the base of the fountain, enraptured by something. Kurt couldn't see his face, but something about his friend made his fur stand on end._

_["Stefan?"] he called tentatively as he came up behind the young gypsy man. _

_["Kurt,"] was the response, soft and strange._

_["Stefan, your mother wants you to head back to camp. They're going to do a fire show toni—GOD IN HEAVEN!"]_

_He'd drawn even with his friend, and seen what his friend was looking at: children. They'd been cut to pieces, so Kurt could only guess how many there were. Six, seven, eight… about eight dead children, remains scattered in the base of the fountain, staining the water crimson with blood._

_["Heaven and hell. Demons and angels. It's all the same in the end,"] Stefan said quietly, his eyes trained calmly on the macabre scene._

_["Stefan, this is terrible! We have to tell the authorities!"]_

_["Look at them, Kurt. Don't they look like little cherubim? Angels without wings, and you and I, the demons who cut them off."]_

_Kurt stared at Stefan, his stomach tight with fear. ["Stefan… what's happened to you? Did you… oh God… did __**you**__ do this?"]_

_The man finally turned his head, making the bells on the ends of his bandana jingle, and Kurt stepped away from the odd light in his eyes. ["Did I? Did you? What does it matter when the angels are damned to the shadows while the demons hide in plain sight?"] His voice was growing louder now, conviction chasing away the eerie softness. He stepped up onto the edge of the fountain, and spun to face Kurt, gesturing broadly. ["I see it now. It's obvious; can't you see it, Kurt? It doesn't matter who, or what, or why. Good and evil. Angels and demons. It's all the same!"] He threw his head back and let out a harsh laugh that nearly made Kurt flee right there._

_He would have liked to have said that this was unlike Stefan, but that would have been a lie. Stefan had been a good friend to him—his first since he lost his parents—but the man was prone to violent mood swings and occasional flights of bizarre fancy. He wore his passion and zest for life on his sleeve, but carried a bitterness deep inside him that only Kurt, a kindred soul, was able to recognize as rooted in loneliness and self-loathing._

_["Stefan… Stefan, we have to get you back. Your mother will have something to calm you down."]_

_["My mother? HA! She, she, she is the worst of the lot! A witch, a wife of Satan, and me her son. Her son, his son, the son of Satan."] He laughed again, without humor. ["You and I are alike in that. Sons of Hell, the one in the body, the other in the mind, what a pair… what a pair…"] His voice faded off and he turned to look down at the bodies. There was sorrow in his eyes, but not for the children. ["It is all the same, Kurt. Can't you understand?"]_

_["Stefan, you're scaring me…"]_

_His head snapped up, dark eyes flashing at Kurt. ["I scare you. __**I**__ scare __**you**__. No no, you don't get it. The fallen cherubim, Kurt. And you, the rising demon to balance them out!"]_

_["Wha-?"]_

_Without warning, Stefan launched himself off the fountain, brandishing one of his juggling knives. A knife that was still stained with congealing blood. Kurt dodged back as Stefan leapt at him, slashing at him frantically. Violence and madness had completely taken over his dark eyes._

_["It's all the same, Kurt! You, them, me, her! All one and nothing and everything!"] Stefan jumped at him again, his voice sounding desperate to convey whatever mad point he was trying to make. Kurt threw up his arms to protect his face, and felt the knife slash across his right one._

_["Stefan, please stop this! I don't want to hurt you!"] _

_["HOW CAN YOU HURT ME?"] Kurt dodged sideways, but not before the knife caught on his costume, ripping a tear down his shoulder. ["I am one too! The two of us, it's all the same! We are __**both**__ evi-"]_

_Somehow, Kurt had gotten behind Stefan. He wrapped his arms tight around his neck, cutting off both words and air. After a brief struggle, Stefan went limp._

_After a moment to catch his breath, Kurt allowed his grip to loosen. ["Kurt, Kurt. Kurt,"] Stefen said calmly, warmly. Kurt sighed, relieved that the madness had passed. He let his friend turn his head to meet his eye. Stefan wore a sorrowful smile._

_["What a pair we make, eh? So sad that we are both so tarnished, so young. Servants of evil, to balance the good."]_

_["Stefan, my friend,"] Kurt said with an uncertain laugh, ["I have no idea what you're talking about."]_

_["You will,"] the man said quietly, sadly. ["And I'm sorry."]_

_["For wha—"] Suddenly, Stefan jerked violently, throwing them both back toward the fountain. Kurt's grip automatically tightened around his head, catching at his jaw as his fell back and landed in the fountain with a splash and an electronic sizzling sound._

_Meanwhile, Stefan's body threw itself in a different direction. There was a sickening snap from the base of his neck, and his entire body went limp. _

_Kurt let go immediately, panic welling in him as he leaned over his friend's body. It was only as he was reaching down to check his pulse that he noticed that his two-fingered blue-furred hands were visible. His eyes immediately snapped to his left wrist, where the Image Inducer sparked feebly. _

_At some point during the fight, it had given out. _

_["Demon!"]_

_Kurt's head snapped up, and he saw a man standing ten meters away, brandishing a broom. _

_["Demon! You killed them! Monster!"] _

_Covered in blood, with his arms still around Stefan Szardos's dead body, he didn't think he could convince them otherwise. So, he did the only thing he could think to do._

_As more people appeared on the street, some bearing farm implements and torches, Kurt slowly stood up, stepped out of the blood-tinged fountain, and ran._

_As shouts pierced the night behind him, heralding the start of what would likely be a long chase, Kurt couldn't help but lament the lost chances that he'd have to leave behind. Again._

_Maybe Stefan had been right, and he really was an agent of evil. Death seemed to follow him like a beloved dog. _

_Maybe it would be better for him to embrace that._

x-x-x-x-x-x-x

Seven months. That was the magic number: the amount of time it took to change a washed-up-hero-turned-circus-acrobat into a secret ops agent. Seven months.

He'd been drilled and tested and worked to exhaustion. Obscure knowledge floated through his head, occasionally surfacing to remind him about the function of the hypothalamus or the fastest way to hotwire a forklift. There were things that were second nature for him now that he probably would have been appalled at a year ago. Like the way he always scanned a room for cameras and exits upon entering (a completely automatic process, even in rooms he knew). And the way he lied without batting an eye whenever someone besides Sergeant Bianchi asked him a personal question.

Most special ops agents, he knew, took years of training. He was well aware that he was not up to their level… not yet, anyway. But he also knew that he was a step above the average gun-grunts that were called in when a mission went sour. All that individual attention from experts in the field had seen to that.

Now, there was just one last thing he had to do before he could graduate Basic Training: a final scenario to pass before he was cleared to finally work in the field.

"Cheshire Cat to Alice: I've located the target." His voice was barely a whisper of air into the headset mic.

"Position?"

"In transit along the sternside central corridor, heading aft. There are two bogeys with him."

"Does he have your objective?"

"Yes."

"Bene. Proceed with extreme caution. He will be armed."

"No duh."

The headset went silent, and Kurt edged his head to look out of the side corridor he'd been hiding in while giving his report. He could see the three men walking down the hallway away from him. Two of them were helmeted, uniformed, and following the third, whose long black coat flared out behind him.

Kurt grinned as they turned off into a side corridor. He slipped back into the shadows, then…. _bamf!_

He reappeared in an alcove in the corridor opposite the three men, far enough away that they wouldn't hear the sound of his teleporting. The lighting here was too strong to rely on his ability to hide in shadows, so he'd have to work fast. No one else was nearby, so he should take advantage of that now.

Heart hammering, he crawled up the wall to the ceiling, then sped silently after them.

Soon, he was just above and behind them. He wrapped his tail around the left guard's mouth, then dropped down and gave him a hard thwack to the throat. The guard on the right noticed and turned toward him, and Kurt delivered a kick to the side of his head that sent him flying back down the corridor.

The target spun around a moment later, guns drawn, but Kurt ducked down and stayed to the man's left side, taking advantage of the blind spot afforded by his eyepatch.

Before he could turn around again, Kurt leaned forward, plucked the toothpick out of the SHIELD director's mouth, and _bamfed_ away. The only thing Nick Fury saw as he spun toward the threat was a flash of a mischievous smile before he disappeared.

"Damned Cheshire Cat," he mumbled, waving a hand to dispel the sulfurous smoke. Then, turning to continue his trek, he reached into his pocket and pulled out another toothpick.

Meanwhile, Kurt reappeared in the control room, holding the toothpick triumphantly. Various sergeants and researchers applauded, and he took an extravagant bow. The computer screens that had been hooked into the security cameras showed Colonel Fury heading off again while his men slowly picked themselves up behind him.

"Òttimo, birichino. Very good." Sgt Bianchi came about as close to beaming as she ever did. "Though you know very well that 'no duh' is not a regulation response to an order from a commanding officer."

Kurt just shrugged unapologetically, knowing she'd let it slide.

"Excellent tracking and reflexes," Owen Stolfski, one of the scientists, read from his clipboard. "Swift, efficient execution. The only thing you were marked down for was alerting the target to your presence."

"It was a necessary risk," Kurt responded, his accent much lighter than it had been those months ago. Verdammt speech lessons. "We didn't expect him to have others with him. I had to take them out, and I couldn't think of any way to do that without alerting him."

"You could have waited until he was alone," Sgt Bianchi suggested. "We did not put a time limit on this one."

"I know, but I had no way of knowing when that would be. So I saw a chance to do it without witnesses, and I took that instead."

"A fair analysis," said another of the researchers.

"And a definite pass," Owen agreed.

"What do you say, Cheshire Cat?" Sgt Bianchi said, a smile tugging at the corner of her lips. "You ready to sink your claws into the GCD?"

He grinned, flashing his pointed teeth. "Bring it on."


	5. Welcome Back to Bayville

**Part II: Ignition**

**Chapter 5: Welcome (Back) to Bayville**

Bayville in February was just how he remembered it. Well, mostly.

A biting breeze rushed through the fur on his face, making it stand on end. He stuffed his gloved hands deeper into his pockets, wishing for once that the leather wasn't so thin.

To the outside world, he looked like a young blonde man dressed in a long brown coat. The hair of his Image Inducer hologram matched the styling of his real hair, if not the color: cut close to his head, but just long enough to show its slight natural curl… something he had to admit he'd grown fond of in the last couple months. Beneath the hologram, he wore a nondescript-but-still-militaristic black uniform, its pockets and belt laden with a slew of tools and devices to aid in his mission.

His orders were to infiltrate the GCD, and turn up anything that was a violation of either international law or basic human decency.

"And where better to begin," Nick Fury had said, shortly before pushing Kurt out of a helicopter three miles over Bayville, "than the place where it _all_ began?"

Everything felt almost the same, like an echo, or a ghost. The downtown skyline had changed only slightly, with a couple new buildings rising up and one tower having mysteriously disappeared. The roads remained the same—he could still walk the path from the high school to the nearest Gut Bomb. Even the smell reminded him of days riding in Scott's convertible and fleeing from Kitty's cooking.

But even though the whole of it was so similar, the devil was in the details.

For example, the posters did much to remind him of what he'd missed.

As he wandered through downtown Bayville, hands in his pockets, he could not go ten meters without passing a sign, poster, or billboard that dealt with the "mutant menace." Many had Edward Kelly's face on them, the man wearing a confident expression as he gazed off toward something behind the camera. On those posters were slogans like "Mayor Kelly: keeping Bayville safe" and "Justice never sleeps, so that you can." One was the well-known picture of Uncle Sam, with the slogan "America wants YOU to protect our streets. Enlist at your local GCD station today."

One of the most distressing signs was one showing a familiar robotic form that got Kurt's heart hammering as soon as he saw it: a Sentinel stood tall in the frame, and next to it were the words, "Remember, the Mutant Registration Act requires all mutants to report to the nearest GCD station with all changes of address or living status. If you or someone you know is a mutant, it is your responsibility to keep the government updated."

Some of these posters looked pretty tattered and worn. Kurt wondered how long they'd been up.

Other things seemed off about Bayville. There was an odd quiet on the streets, even though it was afternoon. It was like something out of a movie: people seemed to look over their shoulders more, and stick closer to their loved ones. No one spoke above a low murmur, as if people raising their voices might be pinned as mutants and shipped off to the nearest facility.

Or maybe that was just Kurt's imagination. He hoped it was.

Occasionally, a small group in the black-and-blue uniform of the US GCD could be seen walking down the street, the crowd parting before them like the Red Sea. That, more than anything else, made Kurt feel like he'd been dropped into a militarized zone. Like the US government was holding its own people under barbed wire and barricades.

During his training, he had often wondered if he was still one of the good guys. This finally proved that he was.

Inevitably, his meandering route led him back to the grounds that had once been the Xavier Institute. He reached the familiar gate, but was surprised to find GCD guards stationed at it. Before they could spot him, he teleported into a nearby tree, and looked over the wall.

He wasn't sure what he expected to see: a crater, perhaps? When he'd fled the mansion two and a half years ago, it had been little more than rubble. Tanks had been rolling over the remains of the walls, and men in uniform had been tearing apart everything that looked vaguely dangerous to them.

But whatever damage they'd done, they'd apparently fixed, because a military base now stood where Xavier's Institute once had. It was a large, metal-lined building that sprawled across the grounds. Carrier vans with "GCD" on the side drove in and out through the gates. As Kurt watched, one van stopped at the front of the facility. Two figures hopped out of the front, drew guns, circled around to open the van's rear doors, then yanked out three figures who were chained together and led them at gunpoint into the facility.

With horror, Kurt realized that this was a GCD base.

He'd been briefed several times on the structure of the GCD. In every major city and most counties throughout the United States, there was at least one GCD station: a small building much like a post office or DMV where mutants could stand in line to register themselves. Then, they would be taken to a back room and tattooed with a number and barcode on their left arm. For those that dodged registration, or those that committed crimes, there were bases like this in every state—holding facilities, essentially. If a mutant was _really_ difficult to track down and subdue, they sent the Sentinels.

The fact that the Xavier Institute, his old haven, had been turned into a mutant holding facility… Kurt had no words to do justice to such a violation.

Eventually, he teleported away from the site, cursing himself for being so careless as to just wander up to the place. No, he would not be identified in his current form, but civilians caught lurking around military bases raised suspicion, whether they were known fugitives or not.

That was another thing he'd seen while walking through town: wanted posters. His old team were all represented, both in groups and individually, himself included. Several other mutants that Kurt didn't know were also depicted, as were the Brotherhood, Acolytes, and even Magneto. One sign even depicted the Morlocks. Each wanted poster warned passersby to contact the GCD if they had any information on the location of these "rogue mutants," promising monetary amounts no doubt equal to the mutant's dangerousness. The former X-Men had the highest bounties out of all of them.

Kurt had mixed feelings about seeing so many people he knew with prices on their heads. On one hand, he was glad to see that they were all alive—the government wouldn't have put bounties on corpses—and more, that they hadn't given in to the government program. On the other hand, having their faces plastered all over would have made their lives very dangerous these past two-and-a-half years. They didn't have the luxury of Image Inducers and families in Germany.

He wondered if they were all still together. He wondered if they'd welcome him back as an old friend, or hate him for abandoning them.

He hadn't meant to. He had been injured and overwhelmed, trapped in the heart of the mansion by more men than he could hope to defeat alone. He'd seen Rogue and Ororo shot down, and X-23 had last been seen under a pile of machinery. Everyone else had been split up, and although he could still hear the sounds of battle dying off in the mansion around him, he'd feared the worst for the rest of his team. Panicked, in pain, and staring down the barrels of at least nine rifles, he'd given into his flight instinct and teleported to the relative safety of the forest.

The guilt that had torn him up at the time resurfaced now as he thought about the posters of those who had once called him a friend. He had returned mere hours later, after he'd had time to lick his wounds. But by then, the mansion was abandoned and in ruins. He'd picked his way through the rubble, but had seen no sign of bodies, neither friends nor foes.

He'd considered trying to go after the military forces, but only briefly before the hopelessness of his situation had driven him to his knees. What was the point? They were all probably dead, and he was alone. The only field role he'd known how to play was team support; he'd have no idea what to do or how to start to save his teammates by himself.

He'd prayed for their safety, then had walked toward the nearest airport with his tail between his legs.

It was his greatest shame, now, especially seeing that they'd been alive after all. Then again, if they'd been captured, they'd obviously escaped without Kurt's help. They hadn't needed him anyway, so perhaps he had done them a favor by going back to Germany.

No, he wasn't going to think like that. They'd been his friends and his home. They had cared about him, and he wouldn't let his own guilt sully his memories of them.

He found himself wandering through town again, milling through the crowds of people who didn't make eye contact or raise their voices. The sky above him was gray, but no more gray than the people.

Without much difficulty, he found the local GCD station in the center of downtown Bayville. It was a two-story construction between the city library and a bank. Pausing next to it and acting like he was checking his watch, he peeked in through the window. It looked just like a post office or bank, with a front counter and a long, disgruntled line. The only things that broke the illusion were the uniformed guards that were posted throughout. Kurt also spotted what looked to be surveillance cameras in the corners. He moved on past the station a moment later.

Bayville City Hall was only a couple blocks away. Two separate groups picketed outside. One seemed to think the GCD was monstrous and inhumane. The other, larger one, called for much stricter control of mutantkind. The two groups seemed to be shouting at one another more than at the city hall or at passersby.

Kurt spent a moment observing them from across the street. He scanned faces, recognizing some people in both groups from his classes or from around town, but no one he'd really known all that well. Then, he stuffed his hands in his pockets and moved on.

He did that for the rest of the day, wandering around town, just assessing the situation as he'd been trained. He could sense the paranoia that gripped the populace: fear of the mutant menace and the government both. He didn't see any arrests, although he did see a shakedown in a grocery store parking lot, where a woman and child were accosted by roving GCD units, checked for numbers, and then released. The woman walked away with her head down and her child pulled close.

Once he'd gotten a feel for the situation, he dropped by a fast food restaurant for dinner (not Gut Bomb… for some reason, he just couldn't stomach his old favorite right now), then checked into a hotel using one of several fake IDs he'd been provided. This one named him Gabriel Jaworski, a freelance writer living in New York City but originally from Poland, and had a picture of his current form with a reserved smile. It was one of the most in-depth of his identities, full with birth certificate, passport, and job records. It would stand up to all but the most in-depth investigations, and therefore must not be compromised. That also made it one of the safest to use.

Kurt walked into his hotel room, his eyes automatically running a sweep for cameras and bugs. He didn't expect a random single bedroom in a three star hotel chain to be monitored, but he'd been trained to take precautions, not chances. He ran a hand along the wall, checking for hollow spaces in odd places. Then, he swept through the room, checking behind the paintings, in the dresser and end table, in the corners under the bed, and every other space he could think of where a recorder or mic might be hidden.

He paused over the Bible he found in the side table drawer. With his lips quirked wryly, he flipped through it, then returned it to its original position.

After that, he checked the small bathroom and closet for bugs as well.

Once he was confident the room was secure, he fell onto the bed, picked up the remote on the side table, and flicked on the TV, skimming through the basic cable channels to the local news. He waited through the commercials and the program's opening music. Then, the first segment came on, showing Edward Kelly giving some sort of speech, and Kurt's ears perked up.

"The American public is still reeling over Mayor Kelly's speech yesterday," said a young female anchor wearing a burgundy suit jacket. "In it, the man who almost singlehandedly brought the Mutant Registration Act into public consideration says what we're doing is still not enough to stop the Mutant Menace. Drawing from personal experience, he warns that monitoring only 'dangerous' mutants is only delaying the inevitable."

The screen flashed to Mayor Kelly on a podium in front of City Hall. "…when I was their principal, it wasn't merely the 'troublemakers' that were dangerous. It was all of them. The students of the infamous Xavier Institute flaunted the rules of society and destroyed public property, then cried discrimination when the law tried to exact justice."

Kurt snorted a laugh.

"We must beware! If we allow mutants to walk free, with uncontrolled use of their powers, then they will gain a sense of entitlement! They will use their abilities to bully your children and steal your jobs, and they will see nothing wrong with that. They must be controlled now!"

The screen flashed again, and the anchor came back on. "These comments have generated backlash all across the country," she said. "Kelly calls for banning even registered mutants from using their powers. Violators would face fines, loss of privileges, and eventually imprisonment."

"Loss of privileges?" Kurt repeated. "I wonder what _that_ means."

"All around the States, people on both sides of the issue have lined up around courthouses and government centers, but none more so than here in Bayville. The Friends of Humanity are, as usual, leading the charge for Kelly's reforms, pressuring congress to put Kelly's ideas into a proposal. Locally, the small group of terrorists known as the Bayville Underground has taken steps to hinder both Kelly and the Friends of Humanity, and there are rumors of a larger resistance movement forming nationwide to stop further 'mutant discrimination'. The CIA is unwilling to either confirm nor deny these rumors, but Sentinel production is set to be increased by twenty percent within the next two months. This is Danna Caleb, Channel Seven News."

The screen switched to a different anchor, who started talking about the results of a local dog show. Kurt turned off the TV and sat back against the pillows, clasping his hands behind his head. Then, in a swift movement, he sprang off the bed and headed out the door. He went down to the street and grabbed a copy of each newspaper out of the roadside dispensers, then went back to his room and spread them on the bed.

He had the local paper, the Onion, the New York Times, and a specialty arts and entertainment paper. He flipped through the local and the Times, interested in anything he could find about Edward Kelly's latest adventures and this 'Bayville Underground.' He found little that he couldn't have deduced just from listening to the news, but it was good to have it corroborated. He was annoyed to see that Edward Kelly seemed to be a well-known public figure, being mayor of the town where the "mutant menace" had been brought into the public eye.

Kurt smirked. "I wonder if behaving in school would have made any difference to you, Herr Kelly. Something tells me not."

The Bayville Underground was only mentioned in the local paper, named in an article as the suspected perpetrators of a recent break-in at the mayor's mansion. The article mentioned nothing more about them, and Kurt wondered if the public knew anything else about them.

His watch alarm went off, making him jump. He hastily dug his radio out of his pocket, slipping on the earpiece and microphone.

"This is the Cheshire Cat reporting from Wonderland."

The earpiece was silent for a couple seconds before the familiar Italian accent came on. "I hear you, Cheshire Cat. This is Alice. What is your status?"

"I'm just skimming the surface right now. I've got a couple ideas for ways to go deeper."

"Will you be needing extra gear?"

Kurt flipped through his fake IDs, pausing at one that had been prepared for a possible GCD integration. "No. I'm ready to dive."

"Good. Keep me posted, Cheshire Cat."

"Yes ma'am."

He returned the radio to his jacket with a suppressed sigh. He wanted to ask more… about his old friends, and about Kelly and his influence. But he knew better than to address something so specific over a long-wave radio. It was just too much of a risk that someone would pick up the signal and overhear.

He flipped the TV back on, scanning through channels. He grinned as he recognized _the Adventures of Robin Hood_ on some sort of classic movie marathon, and sat back to enjoy a bit of dashery, Errol Flynn style.

The next morning, he'd have to start defining his own style of dashery, and he had a feeling it would be very little like being in a movie.

x-x-x-x-x-x-x

"Welcome, men, to the Genetic Control Division. I'm Lieutenant Matthews."

Kurt did his best not to make a face as Duncan paced down the small line of recruits. The guy was thicker and meaner than Kurt remembered from high school, and armed to boot. Laughing was probably not a good idea.

"You've all graduated boot camp, and somehow you got your asses stuck here, in Bayville, the mutie capitol of the world. I'm guessing someone either really likes you, or really hates you."

Judging by the smirk on the ex-jock's face, Duncan thought the joke clever. The eight recruits lined up in front of him did not twitch, including Kurt's newly disguised form at the end. Today, he was dressed in someone dark, ornery, and burly… just the sort of fellow who would fit in nicely with the GCD.

Kurt's military training served him well as he stood, listening to Duncan rattle off a welcome spiel about how this was the big leagues, and what they did was hard and dangerous, blah blah blah. Honestly, it was a step down from the lectures he had taken in SHIELD Basic Training, but he doubted the GCD would take it well if he mentioned that.

There was that smirk again, threatening to come out. _Think of something serious, like what you're here for._

That did it.

"Our mission, which you should never, ever forget, is to regulate and control those damn muties. They may be freaks and weirdos, but they're _dangerous_ freaks and weirdos. Some of the people kept in these walls could blast you to high heaven or turn your brain to mush with a thought. Never forget that."

The large lieutenant made his way down the line of recruits, and stopped right in front of Kurt. Kurt was very careful to show nothing.

"You. What's your name, soldier?"

"Michael Smith, sir," Kurt snapped back, his accent a very well-practiced American southern one. It was one of his more difficult ones, but it was better than trying a local accent; that would get him caught for sure.

Duncan leaned in, holding his eyes deliberately. "You ever fought a mutant, Michael Smith?"

"No, sir," Kurt lied. "I have not."

"Well, I have." Duncan leaned back, looking pleased to be able to say that. "In fact, I know more about mutants than any of you grunts will ever know." _Yeah, right_. "That's why I'm your commanding officer. And don't you forget that, either!"

It took all of Kurt's SHIELD discipline not to laugh in Duncan's face.

"These muties are sneaky bastards," the lieutenant said, finally pulling away and walking back up the line. "They're everywhere. So don't feel bad about roughing someone up who's giving you the stink-eye. They might be a mutie in disguise!"

And on it went like that, for a good half-hour. Kurt tuned it out for the most part, but even so, by the end of it, he kind of wanted to punch his commanding officer. Somehow, he doubted that would go over well, and headed off to core training with the rest as one subdued mutie.

x-x-x-x-x-x-x

It was in the mess hall during lunch that he started getting his real information.

He had half a mind to sit in a corner alone and sulk, but one of the other new recruits waved him over. The eight of them had been working drills together all morning, and Kurt was surprised to find that these recruits were, while not up to SHIELD standards, above the average work-a-day gun-jockeys. These guys had muscle, and knew how to throw it around. He was beginning to think that, in a head-to-head fight against GCD officers, he might be overpowered.

Kurt carried his tray over to the table and sat down next to the recruit who had waved him over. Tom Preston, he thought the name was. Two of their fellow recruits were talking animatedly right across from them.

"…and then, _bam_, next thing we know, she took out the MBT," Eddie Rivera was saying, gesturing with his hard roll for emphasis. "A freakin' _tank, _man. It must have unloaded ten shells into the little hellcat, and she turns around and kicks its _ass._"

"Did you at least catch her in the end?" asked hard-bitten Jake Keller.

"You crazy, man? We counted it a victory that some of us were still _alive_ after she walked away. She freakin' _shredded_ my unit."

"Yeah, my ex-wife was like that," chortled Dan O'Hara, one of the other recruits, as he sat down with his tack on Kurt's other side.

"Sounds painful," Tom said with a smirk toward Dan. Kurt concentrated on his food, taking care not to show just how closely he was listening to the conversation.

"Yeah, well, as hard as the muties you fought out west were," Jake growled, "the freaks here in the north-east? Big leagues."

"Well, that's not true. Mutants are popping up everywhere these days."

"Yeah, but this area is like their mothership or something. It all starts in this area… that Apocalypse thing… the thing with the giant fire bird…"

"The Phoenix," Kurt supplied absently.

"Yeah. And now this goddamned resistance movement. Something just draws the freaks here. It's like this area really is the mutie capitol of the world, like the Lieutenant was saying. As far as I'm concerned, Mayor Kelly is a goddamned hero for doing everything he's done to chase the freaks off."

Kurt was afraid to ask, but if he was going to go after these people, he needed to know every little detail. "What do you mean, 'chase 'em off'?" he asked in his carefully crafted southern accent. "I ain't heard him do much but give some speeches and pose for some pictures."

"On the books, yeah," Jake said with a grim smile.

Tom picked up the train of thought, peering at Kurt curiously. "You hadn't heard, Mike? There were some mutants hunkered down in the Bayville sewers a couple years back. Not really doing much but taking up space. Didn't attract much attention, except that they were all rogues who kept evading the Sentinels. Then, last year, there was some sort of big blacked-out file in the division with Kelly's name on it, and the mutants fell off the face of the planet. Not a peep from the tracers, or anything."

Kurt wasn't the only one giving Tom an incredulous look. "Man," Eddie groaned, "how the _hell _you know all that? Only thing I heard was that Kelly had gassed a bunch of the freaks, or something else that scared all the mutie-lovers."

Kurt hadn't even heard that much about Herr Kelly. He wondered why he hadn't been briefed on it. Then, belatedly, he realized that this should not have been his first reaction upon hearing that the Morlocks had been eradicated. God, _Evan. _And what had happened to the kids that had been among them?

Tom shrugged in response to the curious looks. "I used to be one of the GCD's paper-pushers, before I was promoted to field work. Got me a lot of access to some juicy docs, let me tell you."

"That's none of our business," Jake cut in abruptly, and turned a narrowed eye to Kurt, across the table from him. "Where the hell were you last year, that you didn't hear about one of the division's biggest scandals?"

Kurt shrugged, glad that he'd long ago worked out details to his cover story that made his obvious inexperience with the GCD plausible. "I was just transferred to the division last week from the Marines. I'd just come back from a tour of duty in Europe, and my C.O. tells me straight-out I'm either transferred to Genetic Control or discharged." He pretended to glare into his pudding. "Something about me not playing nice with the freaky locals."

The word 'freak' felt bitter and wrong on his tongue, but it seemed to be exactly what was needed to erase the doubt in Jake's eyes. God, this job was going to shred his soul to little pieces.

"Man, you think this Bayville Underground movement has any muties among them?" Eddie asked, prodding Jake with a spork.

"Who knows?"

"Wish I did," Tom put in. "But we're just grunts here. We don't get to look at Master Mold data."

Now, Master Mold, Kurt had been briefed on: it was the computer system that used ambient telepathy to detect unregistered mutants, and track rogues. It was the system that directed the Sentinels.

"If there were mutants among the resistance," Kurt tried, "wouldn't we be sending Sentinels after 'em?"

Jake laughed, startling all the assembling recruits at the table. "Okay, now I _know_ you ain't been in the States for a while." He leaned over the table, smirking darkly into Kurt's face. "In most cases, yeah, a Sentinel's all it takes to bring a rogue in. But here? In Bayville? We aren't talking any run-of-the-mill freak. If there are muties in Bayville Underground, you can bet your ass that they'll be ex-X-men. And there ain't no Sentinel built that can take those fuckers down."

Kurt felt a stab of hope go through them, though he kept it from showing. And then, enigmatically, Tom said, "Not yet, anyway."

Kurt's heart dropped through his stomach.


	6. Undercover

**Chapter 6: Undercover**

Participating in a GCD patrol was both disconcerting and mind-numbing. The squad was assigned an area to patrol—about ten city blocks on a side—and told to walk it for twelve hours straight, keeping an eye out for any mutant or rebellious activity. They had full jurisdiction to frisk people on the street, and were never allowed to tread the same path twice in one day. Kurt couldn't even guess where the actual police were, because he never saw as much as a parking ticket while walking the streets.

It was no wonder the units took to accosting every teenager who stuck out their tongue at them or old lady who looked at them sideways; they were _bored_. And apparently, bored bigots did nasty things.

Kurt cursed SHIELD every night for making him do this. He had to do what they did… _he _was grabbing helpless ladies and brow-beating innocent citizens, because not to do so would arouse suspicion. _He_ was laughing with everyone else when some punk kid fought back, and got a rifle butt to the nose for it. He hurt people every day, all in the name of infiltration. He'd never known being a secret agent was so damned _heart-wrenching_.

James Bond could keep his mystery and mystique. Kurt just wanted to go home… but he hadn't had a home in a long time.

It took time to build up a proper record in the GCD. If he wanted to catch the attention of the higher-ups, he had to see that several arrests were attached to his name. The average grunts were never sent out after dangerous rogues—that was a job for the Sentinels—but anyone else dodging registration was open season for the soldiers. Kurt hated it, but he dragged in a good half dozen newly-powered teenagers, as well as a handful of non-powered protesters who kept stirring up trouble at the capitol building and mayor's mansion. All in the name of getting in these bastards' good graces.

So many times, Kurt considered running. Just… leaving SHIELD and disappearing off the grid somewhere. Maybe he could find one of his old friends and hide out. But he was too deep into it for them to let him go easily. They had spent too many resources on him to just let him duck out without a fight… and Kurt had heard enough stories to know what SHIELD did to defected agents. Logan had always been the single exception to the rule; Kurt wasn't arrogant enough to think he was so special.

Then, about a month in, Kurt's unit was called in as backup to help with a protest. The GCD units were armed with gas grenades and riot shields and shoved into an armored van. They jostled and bumped their way down main street, and poured out into a mob right in front of the GCD station.

It wasn't a protest so much as a riot. It may have started as just another peaceful picketing, judging by the signs that some of those involved were now using as weapons, but the mob's frenzy had escalated to window-smashing, car-tipping fury. And all that fury was aimed at the station and GCD units near it.

Kurt was unleashed into that chaos and almost immediately suffocated in a press of angry civilians wielding whatever implements they could find on the street… and his SHIELD combat training kicked in _hard_.

He smashed his riot shield into the throng in front of him, pulled out the baton at his hip, and batted away the multitude of protesters who thought tire irons and picket signs could stand up against body armor. The rest of his unit was forming a line to push back the crowd, and Kurt joined in with little fuss… though he winced behind his riot helmet's visor every time he heard a cry of pain from the civilians. He was supposed to be on _their_ side.

He was almost relieved when the squad captain gave the order to unleash the tear gas. Kurt threw one of his gas grenades into the crowd, sighing in relief as most of them dispersed or fell to the ground. The gas certainly stung them, but they'd get out of this situation with no lasting injury.

Then, Jake cursed from somewhere to Kurt's left. He tapped Kurt's shoulder to get his attention and pointed to the GCD station's busted windows. "Dammit, they got inside!"

Hard-bitten Jake didn't even wait for orders before he was off running toward the station, and Kurt stayed close at his heels, ready to unleash another gas grenade if need be.

Jake leapt through the nearest broken window, screaming for everyone inside to freeze. Kurt, however, stopped just before entering the station himself. Inside, instead of a riot, the situation looked like a roughly executed heist.

Among the various civilians hunkered in the corners, there were eight men and women lined up around the front counter. They were all wearing cloth masks like Dread Pirate Roberts knockoffs… only instead of swords, these guys were toting various kinds of guns. They faced the entrance bravely, defending a similarly masked man (though the glasses over the mask ruined the coolness effect) who was tapping away at one of the station's computers.

The rest of the GCD unit poured into the station from behind Kurt. The german heard the squad captain curse under his breath before the man raised his voice. "Hands up, mutie-lovers, or we're opening fire!"

One young woman in the defensive line stepped forward. She threw her long dark hair over her shoulder and raised an MMG in the leader's direction. "Just try it, and we'll see what intolerant scumbags look like with holes in them!"

Kurt audibly gasped at the familiar voice coming from the poised young woman in the mask. _Amanda_?

"Suit yourselves," the GCD captain said, just as Kurt heard a quiet exclamation of victory from the man at the computer. "Open fire, boys!"

The rest of the GCD officers pulled out their riot guns and started painting the opposite wall with bullets. The rebels returned in kind, finding cover and holding their ground, despite the fact that they were outnumbered two-to-one.

Kurt held back, staying just outside the station's broken window under pretense of guarding the exits. Yeah, like he was going to shoot at his ex-girlfriend.

A couple civilians accidently caught in the shoot-out fled out of the station, clutching purses and picket signs alike as they fled the suddenly-very-dangerous scene. He didn't blame them—they'd likely started just hoping for a peaceful protest. As far as Kurt was concerned, he hoped they all lived to protest another day.

Then Kurt caught sight of one civilian in particular as he was climbing out of the broken windows. It was a teenager who had a baseball cap tugged low over his eyes, and he stepped out of the station with the air of one not escaping danger, but of one trying to escape _notice_. Kurt's sharp eyes detected a mostly-hidden computer disc cradled in one of the boy's hands.

The teenager looked up as he stepped onto the trash-strewn sidewalk, and Kurt momentarily locked gazes with a familiar face. Jamie Madrox's eyes immediately widened, then he tugged his baseball cap low and bolted in the opposite direction.

Kurt didn't even think before tearing off after his old teammate, hoping the rest of the GCD units were too distracted with the gun-fight to notice the unarmed teenager fleeing the scene. Kurt belatedly thought that maybe he should just let Jamie go, but the shock at seeing his old teammate already had him chasing the boy halfway down the block. Something in him keened for some contact with someone familiar. Someone who could tell him about how everyone else was.

And whether they could forgive him for leaving.

Jamie sped down the sidewalk at a sprint, clutching his prize. Kurt kept at his heels, but couldn't make much ground. By God, when had Jamie gotten so _fast_? Kurt blamed his heavy riot gear for bogging him down.

…his riot gear!

He unclipped a gas grenade and tossed it into the path of the fleeing mutant, hoping it would slow him down. Instead, Jamie veered into an alley before hitting the grenade, and Kurt was left to chase after Jamie through a growing cloud of gas.

He turned into the alley, and was immediately confronted with the barrel of a pistol Jamie was aiming at his head. Apparently, the boy wasn't unarmed after all.

Jamie had grown up. Well, not physically so much—he was probably only somewhere around sixteen years old now—but the way he held himself was far from the awkward, bumbling little kid Kurt had once known. This Jamie had a stubborn set to his jaw and a hard look in his eyes.

Not that Kurt blamed him, looking into the eyes of an apparent oppressor as the teen was.

"Wait, Jamie! Don't shoot!" Kurt said, not letting his accent slip out of the practiced southern drawl, just in case any of his teammates had followed behind him.

Jamie's eyes widened, but he held the gun steady. "Why shouldn't I?"

"I'm a friend," Kurt said, lowering his voice. He held up his hands in a posture of unthreatening submission.

"Bullcrap!" But he still hadn't pulled the trigger, and there was confusion in his eyes.

Kurt used the uncertain pause to glance behind him, checking to see whether they'd been followed, only to find that the entrance of the alley was obscured by smoke. That… was actually pretty convenient.

Slowly, Kurt removed his riot helmet, giving Jamie an unobstructed shot at his head. He had half a mind to turn off his image inducer, but knew he'd never hear the end of it from Sgt Bianchi if he revealed himself without knowing more about the current situation. Even to an old friend.

Jamie was getting more confused. He backed up a step and lowered the gun. "Who are you? What do you want?"

"Like I said, I'm a friend. And I want to help. Those people back there, and you… y'all are part of Bayville Underground, aren't you?"

"You've got that right," Jamie said defiantly. "Got a problem with that?"

Kurt couldn't help himself: he grinned. "No no. Not at all. In fact, it's perfect. See, I'm infiltrating the GCD."

Jamie raised his eyebrows. "Like a double agent?"

"Exactly. And let me tell you, it's not as cool as spy movies make it look."

"It's not as easy, either," Jamie said, slipping his gun inside his shirt. "We've tried."

Kurt furrowed his brow. "You haven't gotten anything from them?"

"Nothing but some general data from hacking and break-ins." He held up his disc. "We'd kill for an inside man."

Kurt thought about it, an idea forming in his head. "Want to be that inside man?"

Jamie's eyes widened even more. "What? There's no way… my face is plastered all over the city!"

"Exactly." Kurt grinned, pacing as he ran through his idea in his head. "Look, I'm not getting much useful information right now, because I'm just a grunt. But if I capture an ex-X-man, they'll give me a raise, and you-"

"Oh, _hell_ no." Jamie made to run, but Kurt pounced forward and got hold of the back of the boy's shirt. Then, Kurt pounded Jamie heartily on the back, causing a copy to split off from Jamie and go tumbling to the ground. Kurt let go of the original and hauled the copy to his feet.

"Hear me out," he pleaded. "When your copies disappear, you remember everything they did, right?"

The original Jamie backed away, wide-eyed. "How do you-"

"So I arrest one of your _copies_." Kurt turned to Jamie #2 and said, "At any time, you can dissipate. You can do that at will by now, right?" Jamie #2 nodded, also looking shocked. "And so I'm promoted and you're incarcerated. I feed you any information I can get my hands on, so that when you poof away, you," Kurt pointed to Jamie #1, "will know everything you," pointing at Jamie #2, "learned."

Jamie #1 scratched his head. "That… actually might work. But only once."

Jamie #2 nodded. "Yeah, once I'm out, there'd be no way to get one of us back in."

Kurt thought that over. To #2, he wondered, "You can't just copy yourself and poof out?"

Both Jamies shook their head. "If I copy myself," #2 said, "all my copies have to disappear before I do, or else they just disappear along with me."

Dang.

Jamie #1 was grinning at his copy. "Still, it's a lot closer than we've gotten so far."

The copy wrinkled his nose at the original. "You're just saying that because you don't have to go to prison."

"That's my favorite part," Jamie #1 grinned, and #2 groaned.

Even so, #2 turned to Kurt and said, "All right. We're in."

Kurt let out a quiet whoop of victory and put a hand on #2's shoulder. "Awesome." He #1, he asked, "You have what you came for?"

To his surprise, both Jamies held up a disc. They smirked at his astonished expression.

"Sure beats burning it," Jamie #2 laughed.

Jamie #1 started off, but then paused. "Wait, one more thing… I gotta know your name, man. For when I explain this to everyone else."

For a long moment, Kurt considered telling him. It would put any of their doubts at ease to know the truth, and it would certainly be a relief for _someone_ outside SHIELD to know he was alive.

But then he wondered if it really would be for the better. What if Jamie, knowing his identity, let something slip while in captivity? Or what if some GCD psychic read it off his mind?

Or what if he and everyone else hated Kurt for abandoning the team so long ago? For fleeing when he should have been fighting, like Jamie so obviously had been doing?

"Mike," Kurt finally answered. "Mike Smith."

Jamie looked at him for a second, apparently noticing the long pause before Kurt's response. Damn, when had little James Madrox gotten observant? Probably while doing all the growing up Kurt had missed.

"Okay. I'll see you later, then… Mike." With that, Jamie #1 jetted down the opposite end of the ally, climbing a chain fence and disappearing around a corner.

The Jamie copy squirmed uncomfortably under Kurt's hand. "So how do we do this?"

"I march you back to the others…. I'm going to have to tie you up. Sorry." Kurt pulled a set of zip-ties from his pouch. He'd used them to tie up young mutants before, but never someone he actually knew.

Jamie #2 shrugged. "It's kind of cool, actually. I'm going to spy on the GCD from the inside."

Kurt tied up the Jamie and started marching him back out of the alley. The smoke bomb was clearing, giving the pair a clear view of the street. "Try to look subdued."

Jamie paused in his walk. "Maybe you should hit me a couple times, to make it look real."

"No."

"No, seriously. I used to be an X-man… those goons will never believe I didn't put up a fight. You gotta hit me a couple times."

Kurt could see the logic in it. Heck, he'd seen enough movies like this to know that Jamie was right… still, he couldn't hit the kid. Jamie had been like a little brother to him.

Jamie tugged out of Kurt's grip and stared at him. "C'mon. _Do_ it. If you're not chicken."

Kurt sighed and hesitantly pulled out his baton. "I'm so sorry," he whispered, then closed his eyes and swung.

x-x-x-x-x-x-x

Kurt had been right… bagging a former X-man was like a free ticket to the front of the line. When he dragged Jamie's limping, bruised form back to the GCD station, the demands to know where he'd been swiftly changed into awed questions and then cheers.

They hustled Jamie into the van with a gaggle of captured rioters and headed back to the base. Once there, Jamie was frog-marched to the mutant holding cells and Kurt was rushed through a gambit of officers and officials who demanded to know every detail of the capture.

By the time they brought him to Edward Kelly, he had his story down pat.

"…and then I stomped on the last copy, and it poofed out, leaving me with just Multiple. He was a little demon, I tell ya, but a baton to the head fixed him right up. I figured I shouldn't let him clap his hands again, so I got a hold of his wrists and tied 'em togther. Wasn't too hard to beat the mutie down after that." God, how he hated saying that word. "The freak just needed to know who was boss."

Mayor Kelly leaned back in his desk, looking pleased. "You've done humanity proud, Mr. Smith." Kelly's eyes drove into Kurt, and he was thankful that he wasn't even tempted to shift under such scrutiny. This was what he'd been trained for all those months. "Where were you transferred from… Marines, was it?"

"Yes, sir."

"It seems to me that someone of your character and experience is wasted in a general patrol position…" Kelly's gaze shifted sideways, to Lt Matthews. Duncan was beaming, apparently so very proud that one of _his_ recruits had caught a 'rogue mutant'. "Do tell me this man has been awarded a rank."

Duncan nodded curtly with a grin. "The paperwork is being processed to make him a sergeant, sir."

"Good, good… Sgt Smith, I've got an offer for you, and I ask that you take some time to consider it."

Kurt's stomach was tying itself in knots. This was it.

"Recently, the rebels in this town have gotten… out of hand. I fear for my personal safety against these terrorists, and I know that you, at least, would be an excellent addition to my personal security personnel."

"Sir!" Duncan protested, but was silenced with a look from the mayor.

"What do you say, Sergeant? If you wish, you may take a couple days to consider it."

Kurt was torn. His mission was to infiltrate the GCD. He was on the cusp of working his way up the ranks… a sergeant wasn't much to sneeze at as far as access to sensitive information went, but it was a step in the right direction.

But how long would it take to get full access? A month? A year? He didn't think he could do this for a year and keep both his sanity and his soul.

Instead, here was Kelly, offering him a position that required a lot of trust. It would pull him out of the GCD—at least for a little while—but it would offer him access to _all_ of Mayor Kelly's schemes. Somehow, Kurt knew that Kelly wasn't just going to stop at wiping out the Morlocks. God, _Evan_.

Kurt needed to nip this guy in the bud, even if that required him to put his climb up the GCD ladder on hold.

"There's nothing to consider, sir. I'd be honored to protect you from the mutant menace."

x-x-x-x-x-x-x

And so it went that Kurt joined Mayor Kelly's security force. He switched out the GCD uniform for a suit and tie to match the rest of the mayor's security, but he still bore the weight of a bullet-proof vest and concealed weaponry underneath. Most of the rest of the force were private hires—retired police officers and the like—but a handful also came from GCD stock. Kurt retained his gruff, unsociable facade in front of them, and they all gave him space.

Things fell into a schedule for the next couple weeks. Every couple days, he'd wander into the GCD holding cells (trying his best not to react to the sight of so many dead-eyed mutants in their dirty, force-fielded chambers) and head for one of the cells downstairs, near the back. There, he'd 'gloat' to a tied up Jamie Madrox about everything he'd accomplished since their last meeting, including letting slip certain details about anything he'd learned about the GCD's long-term plans or Kelly's latest movements.

And Kelly certainly did move a lot. Kurt followed him as the mayor had clandestine meetings with scientists, with salesmen… even with several people Kurt never got to see or hear, because Kelly made his security team wait outside during such meetings. All the while, Kelly spoke to his supporters and friends about finding a 'cure' for the mutant menace. After the twentieth time that particular word was used in a cryptic manner, Kurt wondered whether Kelly's 'cure' was literal.

All the while, he reported to Sgt Bianchi once a week. They always spoke in code, of course, but that didn't stop Kurt from teasing his superior officer about the fact that they now technically held the same rank.

"Yes, yes, Cheshire Cat. In the same way a five-year-old playing 'spaceman' is the same as a real astronaut."

He would take any banter he could get, because his worries kept stacking up on one another. Every time he checked in on Jamie, the young mutant seemed a bit more worn-out, and every once in a while a bruise would pop up on the boy's face for no reason. Kurt wished dearly that he could prevent the guards from hurting the teenager, but there wasn't anything he could do that wouldn't arouse suspicion.

They kept Jamie tied up in a straitjacket, to keep him from hitting anything and multiplying—apparently, Jamie had 'attempted to escape' during the first couple days by multiplying and trying to overpower the guards. Kurt was glad the other mutant was so conscious of the show they had to put on, but it still made Kurt worry. Jamie was still just a kid.

Maybe it was all the movies they'd watched together back at the institute, but Jamie played his part perfectly. He seemed to know that there was a security camera inside his cell (Kurt, of course, detected it immediately, up in a shadowed corner of the ceiling), so never let any of his relief at seeing 'Mike' show on his face. And whenever a prison guard wandered by, he'd yell and snark at 'Mike', acting ever defiant to Kurt's taunts.

Kurt knew that Jamie could poof out at any time… but that didn't mean the older mutant was at ease about this whole situation.

And that was on top of his continuing worry about his other friends. He still didn't have access to any high profile reports, so couldn't guess whether his friends were currently together, separate, in the States, or what. And Mayor Kelly, though he did seem interested in the whereabouts of 'dangerous mutants' wasn't taking steps to track them personally beyond latching himself onto the Bayville GCD.

Instead, Kelly was buried in his other projects, and that was what worried Kurt most.

Kurt knew that he finally had to act when someone actually brought something in. At the time, Kurt was stationed at the security center of the mayor's mansion, which meant that he was tasked with monitoring the structure's dozen security cameras via a classic wall of video feed screens. Most of the security staff found this part of the job boring, and often smuggled in handheld video games or Sudoku booklets. Not so much for Kurt, who found this time perfect for observing the mayor without fear of being watched himself.

Granted, hours upon end of watching Kelly do paperwork was rarely interesting, but it paid off to pay attention for those brief moments when Kelly input the combination into his office safe (11-02-04… the day he'd been elected into office, the ego-maniac) and when Kelly met with people who he wasn't officially affiliated with, like a particularly tall, lanky, sinister-looking man dressed in a GCD uniform.

The only drawback to camera duty was that there was no sound system wired in… so Kurt never knew what was being said.

This was one of those times Kurt wished he could be a fly on the wall with a sense of _hearing_. It was late in the evening, past the point when the mayor usually stayed in his office, but Kelly had stayed late, keeping himself occupied with busywork. This wasn't unusual… it usually indicated he was anticipating one of his clandestine meetings.

This time was a bit different, though. At about five minutes to eight, a pair of men in white labcoats slid into the office. One carried what appeared to be a small cooler, while the other had a thin briefcase. Kurt watched as Kelly stood up to greet his guests, then indicated for the men to put their burdens on his desk.

The briefcase was opened first, revealing a thick stack of paperwork. The men in white coats were talking excitedly, but Kelly didn't seem to be paying much attention to them. The mayor was too busy flipping through the packet, his speed increasing as his apparent excitement grew. Then, he gestured to the cooler and asked something, and the unnamed men nodded. Kelly pressed a button on top of the cooler, and the sides folded away.

Inside was a single tube of liquid. Kurt couldn't tell what it was from the grainy video feed, but it appeared to be of a light color, and somewhat translucent. Whatever it was, Kelly looked enraptured by it. There was a quick burst of conversation between him and the mysterious scientists.

Grinning, Kelly closed both the cooler and the briefcase and made a dismissive gesture. They scampered off, looking relieved, and Kelly turned to deposit both the cooler and the briefcase into the mini safe behind his desk.

Kurt's breath was shallow as he watched Kelly straighten up the rest of his paperwork. Kurt needed to know what that tube was, especially if it made Herr Kelly so happy. His tail came unlooped from under his clothes and started twitching behind him as he waited impatiently for Kelly to leave his office.

Finally, after another ten minutes of puttering around, Kelly shut off the light and left. From the camera posted in the hall outside the office, Kurt watched Kelly lock the door and motion for the guards posted outside to follow him to the residential part of the mansion.

Kurt waited another ten minutes, just to be sure Kelly didn't come back to retrieve something. Then, Kurt paused the office's video feed and set up a loop that would keep the office apparently empty for the next hour or so… even though it wouldn't be.

Then, Kurt checked to make sure the security center door was shut, pulled a pen that doubled as a flashlight out of his breast pocket, and disappeared in a puff of sulfurous smoke.

He reappeared a moment later in the empty office. His vision unhindered in the darkness, he made a line straight for the safe and hastily put in the combination. It opened without any fuss, and Kurt pulled out both items that had just been dropped off, though he was sorely tempted to dig through the rest of the folders and trinkets in the safe.

The briefcase popped open easily enough, and Kurt pulled out the same papers he'd seen Kelly look through not half an hour earlier. This was the part where he flicked on his pen-light, since not even he could read the tiny font in the darkness.

The first thing he noticed was the logo in the upper left hand corner of the front page. It was either an S or a lightning built, though perhaps a mix of both. His brow furrowed… it looked familiar, but he couldn't place from where.

Making a mental note to check that out, he started reading.

"_Mr. E. K.:_

_We are certain you will be pleased with our latest product, thus we deem it in our best interest to provide you with this free sample. Despite certain setbacks, it should fit the specifications of your recent order. _

_Feel free to look over the attached data reports. Note the dosage recommendations; there is indeed a thin line, as we've found, between an effective dose and a lethal one. If you wish to keep any subjects in good health for long enough to study them properly, measuring their power levels on an accurate, universal scale is recommended prior to administration. Your friends at the GCD, I'm certain, will be able to aid you in that endeavor._

_Their most notable recent acquisition, I'm certain, will be of even more help, if you wish to test out our product before committing to the purchase. We've provided an estimated dosage, based on his known age and ability, but feel free to let your friends in the GCD use their own discretion._

_Thank you for your continued patronage, and, as always, have a healthy, disturbance free day._

_Sincerely, G. S."_

Kurt flipped through the packet with shaking hands. So this was a substance that was lethal in large quantities…. But the question was, what did it do when it didn't kill the victim? Kurt flipped through the packet, noting snippets along the lines of 'subject complained of severe headaches after increased dosage' and 'exponential effect when frequency of administration is increased—not recommended as a viable method for keeping subjects alive for an extended period of time.'

Then, his eyes landed on a page near the end with a chart across the top. The chart was a line graph: one that started high on the left and slowly curved down, then went down more quickly, before hitting the x-axis at the other side of the chart. The x-axis seemed to be time increments up to three months, while the y-axis had a series of numbers with a unit of measure Kurt had never encountered before.

Thankfully, below the chart was an explanation:

"_Subject 32 showed marked decrease in strength of mutant abilities over time of administration. A steady, uninterrupted dose yielded excellent results, although the amount did have to be increased by .02 per serving as subject built up a resistance. Subject showed no sign of resurgence up until the point of succumbing, pointing to the possibility that, once the lethality issue is resolved, power loss will be permanent. Will continue to pursue with other subjects."_

_Power loss? __**Lethality issue**__?_

All of Kurt's fears about Kelly fronting a 'mutant cure' were confirmed. He flipped through the rest of the papers, finding that the last dozen pages were reports that confirmed what poor subject 32 had shown… whatever was in that cooler was something that destroyed a mutant's powers… and it was always, eventually, fatal.

Kurt replaced the papers back in the briefcase and slammed it shut. Warily, he peeked into the cooler, and shuddered at the harmless-looking tube of liquid inside it. It was a deep orange-gold color… looking, if anything, like a tube of harmless apple juice.

Wait… juice. Poison.

Pow-R 8.

G. S… Guy Spears… of Spear Sports Industries.

Oh God, Kurt knew now how Kelly had wiped out the Morlocks. _And now Kelly's going to use this stuff on the rest of us._

Kurt shut the cooler and took great pains to replace everything as he'd found it, finally spinning the dial shut. He wanted to just teleport the entire safe out of the office, but if he so much as took a single sheet of paper, Kelly would no doubt notice, and he didn't have the time or equipment to properly tamper with the stuff… that sort of thing took a lot more planning, and possibly a visit to the Helicarrier for supplies. If Kelly detected any tampering without a break-in by Bayville Underground, he might begin to suspect that his own staff was in on it, and then Kurt's cover was blown.

No, this was the sort of thing that Bayville Underground would have to do. They'd purportedly broken into the mansion before… but he needed a way to tell them about it _now_, before they could use this stuff on Jamie.

Wait… _Jamie!_


End file.
